A non-solicitation clause stops a former employee from approaching your clients or staff for a set period after leaving; a non-dealing clause goes further and stops them doing business with those clients even if the client makes the first move. In Singapore both are restraints of trade, so a court starts by treating them as unenforceable. The clause survives only if it protects a real business interest, such as client relationships the employee built on your time, and goes no further than needed in duration, clients covered and activity restricted. Good drafting is the difference between a clause that works and one that fails entirely.
How do non-solicitation, non-dealing and non-poaching clauses differ?
Employers often lump these clauses together with the non-compete. They are different tools, and courts treat them differently. A non-compete stops the employee working for a competitor at all. The three clauses below leave the employee free to work, but limit what they can do with your clients and colleagues.
| Clause | What it stops | What it does not stop | How hard to justify |
|---|---|---|---|
| Client non-solicitation | The ex-employee actively approaching, canvassing or enticing away your clients | Clients who move on their own initiative | Usually the easiest of the three, if limited to clients the employee actually dealt with |
| Client non-dealing | Accepting or doing business with your clients, whoever made the approach | Working in the industry for clients outside the defined group | Harder, because it affects clients’ freedom to choose their provider |
| Staff non-poaching (employee non-solicitation) | Recruiting or enticing away your employees | Colleagues who answer a public job advertisement | Depends on seniority and on how many staff it covers |
If your real concern is a senior person joining a rival, you are in non-compete territory, which we cover in our guide to enforcing a non-compete against an ex-employee. This article is about the narrower clauses most businesses actually need.
What will a Singapore court ask about the clause?
There is no statute on restrictive covenants in employment. The rules come from case law. The Court of Appeal in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53 set the framework, and applied it to non-solicitation clauses in Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012] SGCA 39. Broadly, the court asks:
- Is there a legitimate proprietary interest? Wanting to avoid competition is not enough. Client connections, confidential information and a stable, trained workforce can qualify.
- Is the restraint reasonable between the parties? The court looks at duration, the clients or staff covered, the activities restricted and the employee’s role.
- Is it reasonable in the public interest? This rarely decides cases on its own, but it remains part of the test.
Two practical lessons come out of Smile Inc. First, a restraint with no time limit was held unreasonable and void. Second, the court would not rewrite the clause to insert a sensible period. A court may sometimes strike out a clearly separate offending part and leave the rest, but it will not redraft. If your clause is too wide, you may lose all of it. Covenants in employment contracts are also scrutinised more strictly than those given by a seller of a business, because the bargaining power is unequal.
What is MOM’s position, and are there Tripartite Guidelines yet?
The Ministry of Manpower (MOM) has been working with NTUC and SNEF on Tripartite Guidelines on restrictive clauses for some time. In a January 2025 written answer, MOM said it was discussing with its tripartite partners how and when restrictive clauses can and should be used, based on principles the courts have articulated, with details to come. Before relying on any summary of the guidelines, check MOM’s website for the current published text.
MOM’s stated position in an April 2023 written answer is already a useful drafting guide:
- Employers should include restraint clauses only where there is a genuine need to protect legitimate business interests, and the clauses should be reasonable.
- Employers should generally avoid them for lower-paying jobs, where staff are less likely to hold information that could harm the business and the clause bites harder on their livelihood.
- Employees who think a clause is unreasonable can go to their union, TAFEP or MOM. MOM reported that employers had generally cooperated in removing or not enforcing such clauses.
So a blanket clause copied into every contract, from receptionist to sales director, is a poor idea legally and in practice.
How do you draft a client non-solicitation clause that is likely to hold?
- Name the interest first. Write down, for each role, why the business needs protection: the employee manages key accounts, holds pricing knowledge or is the face of the firm to clients. If you cannot articulate it, the role probably does not need the clause.
- Define the restricted clients narrowly. Limit the clause to clients the employee dealt with personally, or about whom they received confidential information, during a look-back period before leaving, such as the last 12 months. “All clients of the group worldwide” invites failure.
- Consider prospective clients carefully. Covering prospects is possible, but limit it to prospects the employee was actively pitching in a short period before leaving.
- Describe the prohibited act clearly. Use plain verbs such as solicit, canvass or entice away, and say it covers acting directly or through another person or business.
- Choose a period you can explain. Tie it to how long it realistically takes the business to introduce a replacement and secure the relationship. A period you can justify for a senior relationship manager may be too long for a junior executive.
- Draft each restraint as a separate clause. Put client non-solicitation, non-dealing and staff non-poaching in separate numbered sub-clauses so that one weak restraint does not drag down the others.
- Add sensible carve-outs. Exclude general advertising not targeted at your clients, and clients who had already stopped dealing with you before the employee left.
- Deal with garden leave. If the contract allows garden leave, consider reducing the post-employment period by the time spent on garden leave, so the total restraint stays reasonable.
When is a non-dealing clause worth the extra risk?
A non-solicitation clause can be hard to prove. Clients rarely admit they were approached, and a former employee will say the client called them. A non-dealing clause avoids that argument, because it does not matter who made contact. The cost is that it is harder to justify, since it restricts the client’s choice as well as the employee’s.
Use a non-dealing clause for roles where the employee is, in practice, the relationship: a key account lead or a client-facing professional whom clients follow. Keep the client group tighter and the period shorter than in your non-solicitation clause. In Smile Inc, advertising and a similar price list were not enough to prove solicitation of patients, which shows why some employers want the extra protection where the role warrants it.
How should a staff non-poaching clause be limited?
Protecting a stable, trained workforce can be a legitimate interest, but a clause that stops a departing junior from ever hiring any former colleague is unlikely to be reasonable. Drafting points that help:
- Cover employees the leaver managed, worked closely with or had material dealings with during the look-back period.
- Consider limiting it to employees at or above a defined level, or in defined teams, rather than every staff member.
- Exclude colleagues who respond to a general job advertisement, and those who had already left your employment.
- Keep the period proportionate to the leaver’s seniority and influence.
Which drafting choices help, and which hurt?
| Drafting choice | Tends to help | Tends to hurt |
|---|---|---|
| Client group | Clients the employee dealt with in a defined look-back period | All clients and prospects of the company and its group |
| Duration | A fixed, explained period proportionate to the role | No end date, or the same long period for every role |
| Role coverage | Client-facing and senior roles with a written reason | Every employee, including lower-paid staff |
| Structure | Separate sub-clauses for each restraint | One long sentence combining everything |
| Introduction mid-employment | Given with a promotion, pay rise or other benefit, and signed | Imposed by email with nothing in return |
That last row matters. Adding a new restraint to an existing employee’s contract is a variation. It should be agreed in writing, and it is safer to give the employee something of value in return. Our guide to employment contracts in Singapore covers the other terms the contract should contain.
What documents should you prepare before relying on the clause?
- The signed employment contract and any later variation letters containing the restraint
- A short internal note for each covered role explaining the interest protected and why the period was chosen
- Client allocation records showing which accounts the employee handled, and when
- Confidentiality and IT-use policies the employee acknowledged
- A leaver checklist: return of devices, revocation of system access, and a reminder letter setting out continuing obligations
Example: drafting for a freight forwarding company
Example: a hypothetical freight forwarder with 40 staff wants to update its contracts. Operations clerks deal with carriers but not clients’ commercial terms, so the company drops all restraints from their contracts and relies on confidentiality obligations. Account managers each handle around 30 client accounts and set rates. For them, the company adopts a client non-solicitation clause limited to clients the account manager dealt with in the last 12 months of employment, a shorter non-dealing clause for the account manager’s top accounts only, and a staff non-poaching clause covering their direct team. Each restraint is a separate sub-clause. Existing account managers receive the new terms with their annual increment and sign an acceptance. The company records, role by role, why the clauses are needed.
Whether any particular period is enforceable will always depend on the facts at the time of departure, but this approach gives the company a defensible position instead of a clause that fails on its face.
What should you do if a former employee breaches the clause?
- Collect the evidence. Client messages, a client’s notice of termination, LinkedIn or email outreach and system logs. Keep records in their original form.
- Check your own position. If the company itself breached the contract in a serious way, for example by wrongfully dismissing the employee or withholding salary, it may be unable to rely on the restraint.
- Review the clause honestly. Before threatening action, have the wording assessed against the test above. A weak clause may still leave you with claims for breach of confidence.
- Write to the former employee. A measured letter setting out the obligations and asking for written undertakings often resolves the matter. Consider whether to notify the new employer.
- Move quickly if court action is needed. Interim injunctions are sought under the Rules of Court 2021, and delay weakens an application. Where confidential information has been misused, a springboard injunction may also be relevant.
Our article on a former employee taking your clients and confidential information explains the claims that sit alongside the covenant, including breach of confidence.
Frequently asked questions
Do we have to pay the employee extra for a non-solicitation clause?
For a clause in the original contract, the employment itself is usually the consideration. For a clause added later, giving something of value, such as a promotion or increment, makes the variation more secure. Payment does not cure an unreasonable clause, but it can be relevant to how the clause is viewed.
Can we use one standard clause for all staff?
You can, but you should not. MOM’s stated position is that employers should generally avoid restraint clauses for lower-paying jobs, and courts assess reasonableness against the particular employee’s role. A tiered approach, with different clauses for different roles, is far more defensible.
Is a LinkedIn post announcing a new job a breach?
A general announcement seen by all of the employee’s contacts is less likely to count as solicitation than a direct, targeted message to your client inviting them to move. The answer turns on the wording of the clause and the facts. Keep screenshots and dates if you suspect targeted approaches.
What happens if one restraint is too wide?
The court will not rewrite it. If the restraints are drafted as separate, self-contained sub-clauses, the court may be able to strike out the unreasonable one and leave the others standing. That is why separate drafting matters.
Do these clauses apply while the employee is still working for us?
Post-employment restraints apply after the employment ends. During employment, including the notice period, the employee owes a duty of good faith and fidelity, and the contract may contain express obligations about outside work and confidentiality.
Need help with non-solicitation and non-dealing clauses?
If your company, or you as a director or shareholder, is dealing with drafting or enforcing non-solicitation and non-dealing clauses for employees, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles employment and restrictive covenant matters. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services