A non-solicitation clause in California is almost never enforceable against an employee. Business and Professions Code Section 16600 voids any contract that restrains someone from engaging in a lawful profession, trade, or business, and California courts apply that rule to clauses barring you from contacting former clients or recruiting former coworkers. The only real exceptions involve the sale of a business or the breakup of a partnership or LLC. Since January 1, 2024, you can also sue an employer who tries to enforce one of these void clauses and recover your attorney’s fees if you win.
Why These Clauses Fail Under California Law
Section 16600 is unusually blunt. If a contract restricts your ability to work, compete, or do business, it is void unless it falls within one of three narrow statutory exceptions.1California Legislative Information. California Business and Professions Code 16600 There is no reasonableness test. There is no balancing of the employer’s interests against your mobility. The statute directs courts to read the prohibition broadly, and they do.
The California Supreme Court made this explicit in Edwards v. Arthur Andersen LLP (2008), rejecting the argument that a narrowly tailored restriction should survive. The court held that non-competition agreements are invalid under Section 16600 even when narrowly drawn, unless they fit the exceptions in Sections 16601, 16602, or 16602.5. Non-solicitation clauses in employment contracts get the same treatment.
Section 16600 also reaches beyond the parties who signed the contract. A third party restrained by someone else’s agreement can challenge it.1California Legislative Information. California Business and Professions Code 16600
Clauses That Bar You From Contacting Former Clients
Provisions that prevent you from reaching out to clients you worked with at a previous job are generally void. Blocking a former employee from serving customers they previously served is a direct restraint on practicing a profession, which is exactly what Section 16600 forbids.1California Legislative Information. California Business and Professions Code 16600 Relationships you built on the job do not become your former employer’s legal property.
Employers sometimes try to repackage customer non-solicitation clauses as protecting “confidential” information rather than restricting competition. A California appellate court addressed this directly in AMN Healthcare v. Aya Healthcare, holding that Section 16600 bars an employer from restraining an employee from engaging in their profession even if the employee uses information that is confidential but not a trade secret. The gap between “confidential” and “trade secret” matters enormously here.
Clauses That Bar You From Recruiting Former Coworkers
No-poach and anti-raiding provisions are also void under Section 16600. These clauses restrict both your ability to compete and your former colleagues’ ability to seek better jobs, and California courts have consistently invalidated them even when narrowly drafted.
The reasoning is straightforward. If you work in recruiting or management, telling former coworkers about an opportunity is part of how you do your job. A clause that blocks that activity restrains you from practicing your profession. The analysis is the same whether the clause names specific employees or covers everyone at your former company.1California Legislative Information. California Business and Professions Code 16600
Where Employers Can Still Come After You: Trade Secrets
The non-solicitation clause itself is void, but California does protect trade secrets. If you use genuinely protected information to pull clients or recruit employees, your former employer may have a claim under California’s Uniform Trade Secrets Act (Civil Code Section 3426 et seq.). That claim is grounded in trade secret misappropriation, not the contract language.
To qualify as a trade secret, information must derive independent economic value from not being generally known, and the owner must have made reasonable efforts to keep it secret. A customer list can qualify, but only if it contains information that is not readily ascertainable through public means and the employer actually took steps to protect it. A list of names you could rebuild from LinkedIn almost certainly does not qualify. Proprietary pricing strategies, specialized client needs, or custom formulations are more likely to meet the standard.
This is where most real disputes play out. Employers who cannot enforce a non-solicitation clause directly recast the claim as trade secret theft. Whether they succeed depends on the quality of the information and the protections the employer put around it, not on anything written into your employment contract.
The Narrow Exceptions: Business Sales and Ownership Exits
Three statutory exceptions permit non-solicitation and non-competition restrictions in California. All three involve the transfer of ownership interests, not ordinary employment.
Under Section 16601, someone who sells the goodwill of a business or all of their ownership interest in a business entity can agree not to carry on a similar business within the geographic area where the sold business operated. The restriction lasts only as long as the buyer or a successor keeps operating a similar business there.2California Legislative Information. California Business and Professions Code 16601 Partners get a parallel exception under Section 16602 on dissolution or dissociation,3California Legislative Information. California Business and Professions Code 16602 and LLC members get one under Section 16602.5 on dissolution or termination of a membership interest.4California Legislative Information. California Business and Professions Code 16602.5
All three require geographic limits tied to actual business operations, and courts read them strictly. A clause that stretches beyond where the business actually operated is void even in a sale or partnership context. If you simply worked for the company and did not sell an ownership stake, none of these exceptions apply to you.
Your Rights Under the 2024 Laws
Two laws that took effect January 1, 2024, gave California workers real enforcement tools against void non-solicitation clauses.
Written Notice You Should Have Received
AB 1076 added Section 16600.1, which made it unlawful for an employer to include a non-compete or non-solicitation clause in an employment contract unless it fits one of the statutory exceptions. The law also required employers to send written, individualized notice by February 14, 2024, to any current or former employee employed after January 1, 2022, telling them that the clause is void. That notice had to go to the employee’s last known physical address and email address.5California Legislative Information. California Business and Professions Code 16600.1
An employer that failed to send that notice committed an act of unfair competition under Business and Professions Code Section 17200, which opens the door to enforcement by the state attorney general, district attorneys, or private parties.5California Legislative Information. California Business and Professions Code 16600.1
The Right to Sue
SB 699 added Section 16600.5, which created a private right of action. If your employer enters into or tries to enforce a void non-solicitation clause, you can sue for injunctive relief, actual damages, or both. If you win, you are entitled to recover reasonable attorney’s fees and costs.6California Legislative Information. California Business and Professions Code 16600.5 Before this change, employees typically had no practical remedy beyond ignoring the clause and hoping no lawsuit followed. Now you can go on offense.
Contracts Signed in Other States
Section 16600.5 also closed a loophole. Some employers had argued that because a contract was signed in another state or governed by another state’s law, California’s restrictions did not apply. The statute now makes clear that any contract void under California law is unenforceable regardless of where or when it was signed, and an employer cannot try to enforce a void clause even if the contract was signed and the employment maintained outside California.6California Legislative Information. California Business and Professions Code 16600.5
What to Do If an Employer Is Threatening Enforcement
If your current or former employer is threatening to enforce a non-solicitation clause, Section 16600.5 lets you file suit for an injunction to block enforcement, actual damages for any harm the enforcement attempt caused, and attorney’s fees if you prevail.6California Legislative Information. California Business and Professions Code 16600.5 The fee-shifting matters. An employer that threatens enforcement of a clause it knows is void now faces the prospect of paying your legal bills.
If you never received the written notice that your employer was required to send by February 14, 2024, that failure is independently actionable as an unfair business practice under Section 17200.5California Legislative Information. California Business and Professions Code 16600.1 You do not have to wait for a lawsuit from the employer. The void clause sitting in your contract, combined with the missing notice, is enough.
One practical caution. Even though the clause itself cannot be enforced, trade secret claims can survive independently. Before you contact former clients or coworkers, make sure you are not relying on proprietary information that could qualify as a trade secret. The non-solicitation clause cannot stop you. Misusing confidential data still can.