What it means
Businesses build customer relationships and invest in staff, and a departing employee may know who buys, who makes decisions and which colleagues may move jobs. A narrowly framed non-solicitation clause aims to protect those links without necessarily barring work for a competitor.
Solicitation usually involves an active approach to win business or recruit someone. A non-dealing provision can also restrict accepting work from a customer who first makes contact, and a non-compete provision can restrict work in a competing business itself.
The context matters: in a sale of a business, the seller may promise not to target customers whose goodwill was sold, while in an employment agreement a firm may protect customer links the worker developed. A joint venture can restrict one partner from recruiting the other's project staff.
UAE mainland employment law's Article 10 of Federal Decree-Law No. 33 of 2021 addresses post-termination non-competition, including its conditions and a maximum period of two years.
It does not expressly state that every non-solicitation clause is automatically governed by the same two-year cap or valid whenever that cap is met. UAE legal commentary treats customer and employee non-solicitation as a distinct category assessed against relevant general principles.
Seek current local advice for an actual clause, especially where another employment regime or free-zone law applies, because other jurisdictions differ. A court may ask whether the restriction protects a legitimate interest and is reasonable in scope and duration, but that is not a universal checklist with guaranteed results.
A clause covering only accounts an employee worked with for a limited lookback may be easier to justify than one covering every customer worldwide. Define protected contacts clearly, for example customers served during a stated period rather than an unlimited client list.
Specify whether contact by email, phone, social media or an intermediary counts, and whether general advertising is excluded. If inbound customer requests matter, address them directly rather than assume they fall outside 'solicitation.' Evidence matters after a departure, so preserve dated communications, customer history, the contract and records of who initiated each contact.
Do not accuse a former worker publicly or calculate damages from sales that were never likely without a careful factual review. For managers, explain restrictions before an employee signs and limit them to the interest actually being protected.
In practice
Real-world examples.
Example
A former account manager at a software reseller wants to contact clients she served and first checks the exact restriction and local law. She finds the clause covers only the 12 accounts she managed in her final year. She decides to wait until the stated period ends rather than risk a dispute.
Example
A business seller agrees not to target a defined list of transferred customers for a stated period after completion. The buyer paid for goodwill, so the clause protects what was purchased. The seller remains free to serve unrelated customers elsewhere.
Example
A departing team lead at a recruitment agency receives an unsolicited job inquiry from a former colleague. The clause's wording on recruiting staff and its treatment of inbound approaches decide whether replying is safe. She asks a lawyer to read the clause before answering, and she keeps a record of who made the first contact.
Formula
Calculation
Illustrative calendar end = Contract end date + Stated restriction period, subject to the clause and governing law.
Worked example. A fictional contract ends on 31 March and states a six-month restriction running from the end date. Counting six months from 1 April gives a tentative end on 30 September, so the parties mark that date for review. They then verify the clause's precise start and end wording, the relevant calendar convention and enforceability before assuming a particular contact is prohibited or permitted.Case study
Seen in the real world.
This illustrative and entirely fictional case follows Falcon Peak Advisory, an invented consulting firm. Its senior consultant leaves after serving a defined set of customers. The employment agreement purports to restrict active approaches to those customers for twelve months, but the company has not assumed the clause is valid merely because of its length. Three months later, the firm finds an email offering services to one listed customer. Its adviser reviews the contract, how the contact arose, the applicable employment regime and evidence of any actual loss.
The consultant responds that the customer first sought her out, and the parties preserve the full thread rather than treating a partial screenshot as proof. The invented case shows why scope, facts and local law matter more than labels or a day count. In the end the firm decides against court action. It revises its template so that future clauses name the protected customers, set a shorter period and say how inbound requests are handled, which gives both sides clearer expectations at signing.
Watch out
Common mistakes.
- Treating Article 10's UAE non-compete cap as an automatic rule for all non-solicitation clauses. The article addresses non-competition, so a separate assessment of the non-solicitation wording is still needed.
- Assuming every inbound customer contact is allowed, regardless of a non-dealing term. A clause may restrict accepting work even where the customer approached first.
- Treating a customer loss as proof of active solicitation. Customers move for price, service or personal reasons, so the facts of who approached whom must be established.
Questions
People also ask.
Does UAE Article 10 set a universal non-solicitation limit?
No. Article 10 expressly addresses non-competition in covered employment. A non-solicitation clause needs its own assessment under the applicable law and facts; do not assume its validity from the two-year non-compete cap.
Is a narrower clause always enforceable?
No. Narrow scope may help explain the interest being protected, but governing law, contract terms and facts still determine the result.
What records help assess solicitation?
Keep the full dated communications, customer history and signed restriction. Establish who approached whom and what was offered before drawing a conclusion.
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