Are Non-Solicitation Agreements Enforceable in Oregon?

Non-solicitation agreements are generally enforceable in Oregon, but only to the extent a court finds them reasonable. Unlike noncompetition agreements, which must clear a long list of statutory hurdles under ORS 653.295, non-solicitation covenants are expressly exempted from those rules and are judged under Oregon common law instead.¹ That means your agreement can be enforced even if your employer never gave you two weeks’ notice, even if you earn below the noncompete salary threshold, and even if the restriction runs longer than 12 months. What it cannot do is sweep so broadly that it stops you from working in your field.

ORS 653.295(5)(b) specifically carves out “a covenant not to solicit employees of the employer or solicit or transact business with customers of the employer” from the statutory framework that governs noncompetes.² The exemption cuts both ways. Employers have more flexibility in drafting these agreements, but the common-law reasonableness test still gives courts real room to strike them down.

What Oregon Courts Look at to Decide Enforceability

Because the statute steps aside, Oregon courts evaluate non-solicitation agreements under general contract principles and equitable reasonableness. The employer must point to an actual business interest worth protecting, and the restriction must be tailored to that interest. A clause that bars you from contacting customers you never dealt with, or coworkers in parts of the company where you never worked, is likely overreaching.

Three factors tend to drive the analysis:

Scope of restricted contacts. Restricting you from soliciting clients or coworkers you had direct, meaningful contact with during your final 12 months of employment is generally considered reasonable. A blanket prohibition against contacting anyone connected to the employer is much harder to justify.
Duration. Because the 12-month statutory cap for noncompetes does not apply, non-solicitation agreements can run longer. One to two years is common. Durations well beyond that face increasing skepticism.
The employer’s actual interest. Customer relationships the employee helped build, access to proprietary client lists, and knowledge of pricing strategies or buying patterns are the kinds of interests courts recognize. A restriction without a clear business justification is not.

The practical risk for employees is that a non-solicitation covenant without statutory guardrails can be broader than a noncompete in some respects. Where a noncompete must expire within 12 months by law, a non-solicitation clause only has to pass the reasonableness test, and reasonable people disagree about where that line falls.

When a Non-Solicitation Agreement Gets Treated as a Noncompete

Oregon courts will reclassify a non-solicitation agreement as a noncompetition agreement when its practical effect goes beyond preventing solicitation and actually stops the employee from working in their field. If the restricted customer or employee pool is so large that you effectively cannot compete, the clause is a noncompete wearing a different label. Once reclassified, all of the ORS 653.295 requirements apply, and the agreement is likely unenforceable because most non-solicitation clauses were never drafted to satisfy the notice, salary, and duration rules.¹

This is the single biggest exposure for employers who draft aggressively. The agreement does not just get narrowed on the non-solicitation claim. It gets measured against the full statutory framework for noncompetes, and it usually fails.

What Counts as Solicitation

Oregon courts draw a line between actively reaching out to former clients or coworkers and simply accepting business that comes to you. Solicitation means you initiated the contact with the purpose of pulling someone away from your former employer. Emailing a client list, calling former accounts to announce your new role, or recruiting colleagues to jump ship all fall on the solicitation side.

If a former client finds you independently and asks to work with you, that is generally not solicitation. The same goes for a former coworker who applies to your new company without any prompting. The distinction turns on who initiated the contact and whether you took any affirmative step to encourage it. A generic LinkedIn update announcing a new job is usually fine. Targeted messages to specific clients saying “come work with me” are not.

Most disputes land here. Employers suspect targeted outreach, and employees insist the client came to them. If you are leaving a job with a non-solicitation agreement in place, keep records of who contacted whom first.

Does a Mid-Employment Agreement Need Separate Consideration?

When a non-solicitation agreement is part of a job offer, the offer itself is adequate consideration. You get the job in exchange for agreeing to the restriction. The analysis changes when an employer asks a current employee to sign one after hiring.

Oregon contract law requires consideration for a promise to be binding. Continued at-will employment alone may not be enough, because the employer could terminate the employee regardless. Courts in many jurisdictions have questioned whether “keep your existing job” is real consideration for a new restrictive covenant. The safer practice is to tie the agreement to a promotion, a raise, a bonus, or some other tangible benefit.

ORS 653.295 requires “bona fide advancement” as consideration for mid-employment noncompetes, but that statutory requirement does not apply to non-solicitation agreements because of the subsection (5)(b) exemption.² The consideration question is resolved under general contract principles, which gives courts more flexibility and less predictability. An agreement dropped on your desk with no new benefit attached is vulnerable to a consideration challenge.

What If Parts of the Agreement Are Overbroad?

Oregon courts can reform restrictive covenants rather than strike them entirely. If the duration is too long or the list of restricted contacts is too broad, a court can narrow the terms to what it considers enforceable and leave the rest in place.

That cuts both ways. Employees cannot assume an overbroad agreement is worthless, because a court may trim it and enforce the trimmed version. Employers cannot count on a court to save a sloppily drafted clause either. Reformation is discretionary, and some judges are more willing to rewrite contracts than others.

What an Employer Can Do If You Breach

Employers enforcing a non-solicitation agreement typically pursue two remedies. The first is injunctive relief, a court order that immediately stops the former employee from continuing the prohibited solicitation. Courts can issue temporary restraining orders and preliminary injunctions before trial if the employer shows likely irreparable harm.

The second is monetary damages, meant to compensate the employer for losses caused by the breach. These can include lost profits from diverted clients and the costs of replacing recruited employees. Some agreements include liquidated damages clauses that set a predetermined amount owed upon breach. Oregon courts will enforce liquidated damages as long as the amount reflects a reasonable estimate of potential harm and is not structured as a punishment.

Punitive damages are generally not available in breach-of-contract cases. Attorney fees are not automatically awarded unless the agreement itself includes a fee-shifting provision. Employment litigation easily runs into tens of thousands of dollars, so both sides have strong incentives to settle before trial.

Federal Law Limits That Still Apply

Protected Activity Under the NLRA

A non-solicitation agreement cannot prevent employees from exercising rights protected by federal labor law. Section 7 of the National Labor Relations Act guarantees the right to organize, discuss working conditions with coworkers, and engage in collective action. Section 8(a)(1) prohibits employers from maintaining work rules that would reasonably discourage employees from exercising those rights.³

Under the NLRB’s current framework, a non-solicitation clause that could reasonably be read as prohibiting employees from discussing unionization or encouraging coworkers to advocate for better conditions is presumptively unlawful. The employer can rebut that presumption by showing the rule serves a legitimate business interest that cannot be achieved with narrower language. Agreements should include carve-outs making clear they do not restrict protected concerted activity.

The DTSA Whistleblower Notice

If the agreement also references trade secrets or confidential information, and most do, federal law requires a notice about whistleblower immunity. Under 18 U.S.C. § 1833(b), any contract governing the use of trade secrets or confidential information must inform the employee that they cannot be held liable for disclosing trade secrets to a government official or attorney for the purpose of reporting a suspected legal violation.⁴ An employer who skips this notice forfeits the right to recover exemplary damages or attorney fees in any later trade secret enforcement action against that employee.

The FTC Noncompete Rule Does Not Apply

The Federal Trade Commission’s 2024 rule banning most noncompete agreements never took effect. In September 2025, the FTC formally acceded to vacatur of the rule after a federal district court found the agency lacked authority to issue it.⁵ Even if it had survived, the rule targeted noncompetes and would not have reached non-solicitation agreements unless they functionally operated as noncompetes. Oregon state law remains the governing framework.

1
Oregon State Legislature. Oregon Code 653.295 – Noncompetition Agreements; Bonus Restriction Agreements; Applicability of Restrictions
2
Oregon Public Law Library. Oregon Code 653.295 – Noncompetition Agreements
3
National Labor Relations Board. Interfering With Employee Rights (Section 7 and 8(a)(1))
4
Office of the Law Revision Counsel. 18 U.S. Code 1833 – Exceptions to Prohibitions
5
Federal Trade Commission. Federal Trade Commission Files to Accede to Vacatur of Non-Compete Clause Rule