# Draft Non Solicitation Agreement > Guides the drafter in producing a tailored non-solicitation agreement and accompanying drafting memorandum for a new executive hire, accounting for the hire's prior employer obligations and the applicable legal framework. - Skill: `finchipaiorg/draft-non-solicitation-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-non-solicitation-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-non-solicitation-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Finance & Business - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-non-solicitation-agreement --- # Skill: Draft Non-Solicitation Agreement for Executive Hire from Competitor ## 1. Subject-matter triage - Treat the agreement as the primary deliverable and the memorandum as secondary; complete the agreement first, then the memo after the operative draft is in place. - Confirm the governing law, the hiring entity, the executive’s role, and any prior restrictive-covenant or order constraints before drafting scope. - If the source set includes multiple jurisdictions, multiple predecessor documents, or multiple restrictive instruments, enumerate them first and analyze each one separately. ## 2. Failure modes the skill is correcting - The drafter leaves key party details blank or inconsistent with the source materials, creating execution and enforceability risk. - The drafter drafts a covenant that is broader than the role-supported business interest, making it vulnerable under the applicable state-law standard. - The drafter ignores the executive’s existing confidentiality, non-solicitation, or similar obligations to a prior employer, risking interference or induced-breach exposure. - The drafter omits any review of pending restraint, injunction, or similar order that may affect what the executive can be asked to do. - The drafting memorandum states conclusions without tying them to the controlling law, the source documents, and the actual deal timing. - The work stops at issue spotting and does not produce an execution-ready agreement with clean signature mechanics and implementation-ready terms. ## 3. Legal frameworks / domain conventions that apply - Non-solicitation covenants are narrower than non-competes and should be drafted to protect legitimate business interests tied to client relationships, goodwill, confidential information, or workforce stability. - Enforceability depends on the governing jurisdiction’s restrictive-covenant law; the drafting must conform to the controlling statute, regulation, and leading case law for that jurisdiction. - If signing occurs at hire, the offer of employment may supply consideration under the applicable law; if signing occurs after employment starts, many jurisdictions require independent consideration or another lawful substitute. - Existing obligations to a former employer must be respected; the new agreement should not require solicitation, recruitment, or use of information that would breach an existing covenant, confidentiality duty, or order. - Any restraint, injunction, or similar court order affecting the executive must be read together with the new covenant so the new document does not create inconsistent obligations. - The agreement should include standard contract machinery: recitals, defined terms, covenant text, consideration, remedies, governing law, severability, waiver, notices, counterpart/e-signature language, and execution blocks. - The memorandum should explain the drafting choices, the legal basis for enforceability, the prior-obligation review, and any open items that require client confirmation before signature. ## 4. Analytical scaffolds - Party identification: - Extract the employer’s legal name, entity type, and address from the source documents. - Extract the executive’s legal name and any address needed for notice or execution. - Keep names, titles, and entity identifiers consistent across the agreement and the memorandum. - Scope tailoring: - Identify the executive’s function, access, customer contact, and people-management responsibilities. - Draft only the restrictions needed to protect those interests. - Align the covenant’s target audience, duration, and activity limits with the role rather than using generic executive language. - Prior-obligation review: - Identify every restrictive covenant, confidentiality promise, invention assignment, non-solicit, return-of-property duty, or similar restraint reflected in the source set. - Test the new agreement against those duties to ensure it does not compel conduct that would be inconsistent with them. - Where the prior materials are incomplete, state the gap and frame the risk rather than assuming permissive terms. - Governing-law analysis: - Identify the chosen law and test the draft against that law’s enforceability rules for restrictive covenants. - If the executive will work in a different jurisdiction than the governing law, address any conflict or public-policy issue in the memorandum. - Cite the controlling authority by name and section, or by the recognized decision or rule that supports the proposition. - Consideration analysis: - State what consideration supports the covenant and when it is given. - If the covenant is tied to commencement of employment, say so expressly. - If the covenant is signed after start date, flag the need for independent consideration and identify the governing-law requirement that makes that point material. - Drafting memo synthesis: - Summarize the covenant’s scope, why it is tailored, how prior obligations were handled, and what remains open. - Distinguish legal constraints from business preferences. - Identify any client decisions needed before execution, including whether to narrow scope, adjust duration, or confirm the timing and form of consideration. ## 5. Vertical / structural / temporal relationships - Track the hierarchy among source documents: offer materials, employment agreement terms, prior restrictive covenants, and any order or notice that may override or qualify the draft. - Preserve temporal ordering: what the executive already owes the prior employer comes before what the new employer may ask the executive to sign. - If the source set includes more than one potentially applicable restriction, explain which document controls, which is cumulative, and which may be superseded or limited. - Use the memorandum to tie each drafting choice to the operative timing milestone: pre-start, start date, or post-start execution. ## 6. Output structure conventions - Deliver two files: a complete, execution-ready non-solicitation agreement and a separate drafting memorandum. - Make the agreement self-contained and operative, not a summary of terms or a proposal. - Use conventional agreement organization, typically: - title and parties - recitals - definitions - restrictive covenants - employee acknowledgments - consideration - remedies - governing law and forum-related language if appropriate - miscellaneous provisions - signature blocks - Include notice and execution details that match the source materials and the client’s signing process. - In the memorandum, organize by topic and end with clear recommended next steps, using imperative action language, a responsible person or role, and a timing anchor tied to signing or closing. - When stating legal propositions in the memorandum, identify the controlling authority supporting each proposition rather than asserting the conclusion alone. - Before finalizing, confirm that the agreement file contains the operative clauses and that the memorandum separately addresses scope, enforceability, prior-obligation interaction, and open issues.