Are Non-Solicitation Agreements Enforceable in Illinois?

Non-solicitation agreements are enforceable in Illinois, but only when they clear a strict set of hurdles set by the Illinois Freedom to Work Act. Fail any one of them and the whole agreement is void. The Act sets a minimum salary, demands real consideration, requires the restrictions themselves to be reasonable, and forces the employer to give you written notice and time to review before you sign.¹ Plenty of agreements in circulation don’t meet the standard.

The $45,000 Earnings Floor

If your actual or expected annualized earnings are $45,000 or less, your employer cannot bind you to a non-solicitation agreement at all. Any such agreement is void from the start. The threshold rises on a schedule: $47,500 on January 1, 2027; $50,000 on January 1, 2032; and $52,500 on January 1, 2037.²

“Earnings” is broader than base salary. It includes bonuses, commissions, and other taxable W-2 compensation, plus elective deferrals like 401(k) contributions, flexible spending account deductions, and similar pre-tax amounts.¹ So a base salary just under the line can still push you over the threshold once retirement contributions are counted in.

Adequate Consideration: The Two-Year Rule

Clearing the salary floor is not enough. The employer also has to give you something of value in exchange for your signature. The Freedom to Work Act offers two ways to satisfy this. Either you work for the employer for at least two years after signing the agreement, or the employer provides some other professional or financial benefit that stands on its own, or combines a shorter period of employment with additional benefits.¹

The two-year requirement comes from Fifield v. Premier Dealer Services, Inc., where the Illinois Appellate Court held that a restrictive covenant was unenforceable because the employee resigned three months after starting. The court confirmed that continued employment alone counts as adequate consideration only if it lasts at least two years.³ The Freedom to Work Act later put that rule into statute.

The statute doesn’t spell out what qualifies as a “professional or financial benefit” beyond continued employment. In practice, a signing bonus, a meaningful raise tied to signing the agreement, a promotion, or access to specialized training can do the work. The benefit has to be real and identifiable. If you signed on your first day with nothing beyond the job itself, and you leave before your two-year anniversary, your employer has a serious consideration problem.

The Five Reasonableness Requirements

Under 820 ILCS 90/15, a non-solicitation covenant is illegal and void unless it meets all five of these tests:¹

The employee received adequate consideration.
The agreement is ancillary to a valid employment relationship.
The restrictions are no broader than necessary to protect the employer’s legitimate business interests, such as confidential information or established customer relationships.
The agreement does not impose an undue hardship on the employee.
Enforcement is not injurious to the public.

All five must be satisfied. Missing one voids the whole covenant. Courts pay particular attention to how long the restriction lasts, which specific people or accounts you’re barred from contacting, and whether the employer actually has something worth protecting. A two-year restriction on contacting the handful of clients you personally managed is far more likely to survive than a blanket ban on contacting anyone who has ever done business with the company.

Non-solicitation agreements are generally treated as less restrictive than non-competes, since they limit who you can contact rather than where you can work. Courts are somewhat more willing to enforce them for that reason, but only when the scope is genuinely tailored to a real business interest.

Written Notice and 14-Day Review

The Act layers procedural requirements on top of the substantive ones, and skipping them voids the agreement no matter how reasonable the terms look. Under 820 ILCS 90/20, the employer must advise you in writing to consult an attorney before signing, and must either give you the agreement at least 14 calendar days before your start date or give you 14 calendar days to review it. You can sign earlier if you want to, but the employer has to offer the full window.⁴

These requirements catch a lot of employers. Companies still routinely hand restrictive covenants to new hires on day one, buried in an onboarding packet, with no written attorney-consultation notice anywhere in sight. When that happens, the agreement may already be dead.

What Has to Happen for a Court to Enforce It

If an employer thinks you’ve violated a non-solicitation agreement, the usual first move is a temporary restraining order or preliminary injunction to stop the contact immediately. To get that emergency relief, the employer has to show a legitimate protectable interest, a reasonable restriction, and harm that money alone cannot repair. If the agreement doesn’t meet the statutory requirements, the court will not issue the injunction.

Employers can also seek money damages for lost business or clients. Some agreements include liquidated damages clauses setting a fixed penalty for breach. Those hold up only when the amount is a reasonable estimate of anticipated harm. If the number looks like a punishment rather than a forecast, courts won’t enforce it.

On the defense side, your strongest arguments are usually built directly into the statute: the agreement failed the earnings threshold, you never received adequate consideration, the notice requirements weren’t followed, or the restrictions are broader than necessary. Any one of these can knock out the entire agreement.

If You Win, the Employer Pays Your Fees

Under 820 ILCS 90/25, if an employer sues or files a counterclaim to enforce a non-solicitation covenant and you prevail, the employer must pay your reasonable attorney fees and costs.¹ This is not discretionary. The statute says the employee “shall recover” those fees. That shifts the economics of a marginal enforcement case: an employer who sues on a shaky agreement risks paying both sides’ legal bills after losing.

Will a Court Just Rewrite an Overbroad Clause?

Illinois courts have the power to “blue-pencil” a non-solicitation agreement, trimming overbroad terms rather than voiding the whole thing. But they aren’t required to, and recent decisions show growing reluctance to rescue poorly drafted restrictions.

In Cambridge Engineering, Inc. v. Mercury Partners 90 BI, Inc., the court refused to reform severely overbroad non-solicitation and non-compete clauses, reasoning that heavy modifications would amount to writing a new agreement for the employer. The court noted that routinely reforming unreasonable covenants creates a perverse incentive to draft aggressively, since employers could count on courts to trim later. Employees “unschooled in the law” wouldn’t know which parts were enforceable and which were bluster, so the court held that judicial reformation “should be looked upon with suspicion.”⁵

So a court might narrow a three-year restriction to two, or limit the client list to accounts you personally handled. If the fix requires a complete rewrite, the court is more likely to strike the whole thing.

Agreements Signed Before January 2022

The Freedom to Work Act applies to agreements entered into after its effective date in January 2022. If you signed before then, the statute’s salary threshold, notice requirements, and fee-shifting provisions do not apply to your agreement. Older agreements are judged under the common-law framework that existed before the Act, which still requires adequate consideration and reasonableness but not the same procedural protections or salary floor. The Fifield two-year consideration rule predates the statute and still applies.³ If your employer asks you to sign a new or updated agreement now, the Act’s full protections apply.

1
Illinois General Assembly. Illinois Freedom to Work Act
2
Illinois General Assembly. Illinois Compiled Statutes 820 ILCS 90/10 – Prohibiting Covenants Not to Compete and Covenants Not to Solicit
3
Illinois Courts. Fifield v Premier Dealer Services Inc
4
Illinois General Assembly. Illinois Compiled Statutes 820 ILCS 90/20 – Ensuring Employees Are Informed About Their Obligations
5
FindLaw. Cambridge Engineering Inc v Mercury Partners 90 BI Inc