What it means
A non-solicitation clause is an agreement not to approach the customers, subscribers, users or staff connected to the business you have sold, for a defined period after the sale. It is about who you may contact rather than what you may do. In a website sale it usually names the email list, the customer database, and any contractors or writers moving across with the business.
How it differs from a non-compete
The two are frequently confused and frequently appear together, but they restrict different things. A non-compete limits the business you may operate; a non-solicitation limits who you may approach. It is entirely possible to be free to launch a new site in the same niche while remaining barred from emailing the list you handed over — and for many sellers that combination is the reasonable settlement.
Why buyers weight it heavily
On a content site, a newsletter or a membership business the audience is the asset and everything else is delivery. A buyer paying a real multiple for a list is paying for a relationship the seller built, and the one thing that would destroy its value is the seller writing to those people about something new. Buyers who understand this will accept a narrower non-compete in exchange for a firm non-solicitation, because it protects the thing they actually bought.
Why it tends to hold
Non-solicitation clauses are usually easier to enforce than non-competes. They are narrower, they restrict identifiable conduct toward identifiable people, and they do not prevent anyone from earning a living in their field. A court asked to weigh a broad ban on working in an industry against a specific promise not to email a particular list will treat the second far more sympathetically, which is a reason for both sides to prefer it.
Run a free valuation using the same multiples buyers pay — no email required.
Value it free →