A non-solicitation restraint prevents the seller from soliciting customers, suppliers, or employees of the target business for a defined period after completion. Non-solicitation restraints are generally easier to enforce than full non-competes because they are narrower in scope, targeting specific relationships rather than competitive activity in general.
Non-solicitation periods in Australian M&A typically run two to five years, often longer than the corresponding non-compete period. The scope of “customer” should be defined precisely (typically named customers, or customers of the business in the twelve months before completion) to avoid challenges around enforceability.