Non-solicitation agreements are generally enforceable in Oregon, provided the restrictions are reasonable in scope, duration, and business justification. Oregon law treats these agreements differently from noncompetes: ORS 653.295 explicitly exempts non-solicitation covenants from the notice, salary, and duration rules that apply to noncompetition agreements, so enforceability turns on common law reasonableness rather than a statutory checklist.1Oregon State Legislature. Oregon Code 653.295 – Noncompetition Agreements; Bonus Restriction Agreements; Applicability of Restrictions
That distinction cuts both ways. Employers do not have to clear the statutory hurdles that make many noncompetes unenforceable in Oregon. But the reasonableness test still bites, and clauses drafted too broadly can be narrowed by a court or reclassified as noncompetes altogether.
The Statutory Exemption That Shapes Everything Else
ORS 653.295 subsection (5)(b) states that the rules governing noncompetes do not apply to “a covenant not to solicit employees of the employer or solicit or transact business with customers of the employer.”2Oregon Public Law Library. Oregon Code 653.295 – Noncompetition Agreements The rules being sidestepped are significant: a written offer delivered at least two weeks before the start date, a minimum salary threshold currently set at $100,533 and adjusted annually, a 12-month cap on duration, and a required protectable interest.
Because those requirements do not apply, an Oregon employer can present a non-solicitation agreement without giving two weeks’ notice, regardless of your salary, and without being automatically bound to a one-year limit. Enforceability instead rests on general contract principles and equitable reasonableness.
What Oregon Courts Look At
To enforce a non-solicitation clause, the employer has to point to an actual business interest and show the restriction is tailored to protect it. Courts weigh several factors:
- Scope of restricted contacts. Restricting solicitation of customers or coworkers you had direct, meaningful contact with during your last 12 months of employment is generally reasonable. Blanket bans on contacting anyone at a large former employer, including people you never worked with, are harder to justify.
- Duration. The statutory 12-month cap does not apply, so agreements can technically last longer. Periods of one to two years are common. Longer durations face increasing skepticism from courts.
- Legitimate business interest. Customer relationships the employee helped build, access to proprietary client lists, and knowledge of pricing or buying patterns all qualify. A prohibition with no clear business justification does not.
The practical risk for employees is that a non-solicitation agreement without statutory guardrails can, in some respects, reach further than a noncompete. A noncompete must expire after 12 months by law; a non-solicitation clause only has to be reasonable, and reasonable minds differ on where that line falls.
When a Non-Solicitation Clause Is Really a Noncompete
Oregon courts will reclassify a non-solicitation agreement as a noncompete if its practical effect goes beyond preventing solicitation and instead stops you from working in your field. A clause that bars you from doing business with such a large share of the market that you effectively cannot compete is not a non-solicitation clause. It is a noncompete under a different label.
Once reclassified, the full ORS 653.295 framework applies.1Oregon State Legislature. Oregon Code 653.295 – Noncompetition Agreements; Bonus Restriction Agreements; Applicability of Restrictions Most agreements drafted as non-solicitation covenants were never built to satisfy the notice, salary, and duration rules, which means an overbroad clause can end up entirely unenforceable. If you have been handed an agreement that reads as though it prevents you from earning a living in your industry, that is worth raising with a lawyer.
Solicitation Versus Passive Contact
Oregon courts distinguish between actively reaching out to former clients or coworkers and simply accepting business that comes to you. Solicitation means you initiated contact intending to pull someone away from the 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 on their own and asks to work with you, that generally is not solicitation. Same if a former coworker applies to your new company without any prompting. The question is who initiated the contact and whether the departing employee took affirmative steps to encourage it. A generic LinkedIn post 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; employees insist the client came to them. If you are leaving a job with a non-solicitation agreement in place, keeping records of who contacted whom first genuinely matters.
Consideration Problems for Mid-Employment Agreements
When a non-solicitation agreement is part of a new-hire offer, the job itself is typically enough consideration. The situation is harder when an employer asks a current employee to sign one mid-employment.
Oregon contract law requires consideration for a binding promise. Continued employment alone may not be enough, particularly for an at-will employee who could be terminated regardless. Courts in many jurisdictions have questioned whether “keep your existing job” is real consideration for a new restrictive covenant. Tying the agreement to a promotion, raise, bonus, or similar tangible benefit is the safer path for employers.
Note a wrinkle: ORS 653.295 requires “bona fide advancement” as consideration for mid-employment noncompetes, but that specific statutory requirement does not apply to non-solicitation agreements because of the subsection (5)(b) exemption.2Oregon Public Law Library. Oregon Code 653.295 – Noncompetition Agreements The consideration question is resolved under general contract principles instead, which gives courts more flexibility and less predictability.
Courts Can Rewrite Overbroad Agreements
Oregon courts have the authority to reform restrictive covenants rather than striking 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 let the rest stand.
Neither side should assume the outcome. An overbroad agreement is not automatically worthless; a court might trim it and enforce the trimmed version. But reformation is discretionary, and some judges are less willing to rewrite contracts than others. The original language still carries weight even when it is partially unenforceable.
What Happens If the Employer Sues
Employers enforcing these agreements typically pursue two remedies: injunctive relief and monetary damages. An injunction is a court order stopping 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.
Monetary damages compensate for losses caused by the breach, including lost profits from diverted clients and the costs of replacing recruited employees. Some agreements include liquidated damages clauses that fix a predetermined amount owed on 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 penalty.
Punitive damages are generally not available in breach-of-contract cases. Attorney fees are not automatic either, unless the agreement contains a fee-shifting provision. Employment litigation runs into tens of thousands of dollars easily, which gives both sides strong reason to resolve disputes before they reach a courtroom.
Federal Limits That Still Apply
NLRA Protections for Protected Activity
A non-solicitation agreement cannot prevent employees from exercising rights protected under 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 rules that would reasonably discourage those rights.3National Labor Relations Board. Interfering With Employee Rights (Section 7 and 8(a)(1))
Under the NLRB’s current framework, a non-solicitation clause that could reasonably be read to prohibit employees from discussing unionization or encouraging coworkers to advocate for better conditions is presumptively unlawful. Employers can rebut the presumption by showing a legitimate business interest that cannot be met with narrower language. Well-drafted agreements include carve-outs preserving protected concerted activity.
Trade Secret Whistleblower Notice
Most non-solicitation agreements also reference trade secrets or confidential information. When they do, federal law requires the employer to include a notice about whistleblower immunity. Under 18 U.S.C. ยง 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.4Office of the Law Revision Counsel. 18 U.S. Code 1833 – Exceptions to Prohibitions An employer who skips the 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 Is Not in Force
The Federal Trade Commission issued a rule in April 2024 that would have banned most noncompete agreements nationwide. It 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.5Federal Trade Commission. Federal Trade Commission Files to Accede to Vacatur of Non-Compete Clause Rule Even if it had survived, it targeted noncompete clauses specifically and would not have applied to non-solicitation agreements unless they functionally operated as noncompetes. Oregon state law remains the governing framework.
Reading Your Own Agreement
Look at three things in the document itself. First, which clients and coworkers are covered. If the list reaches beyond people you actually worked with, that section may not survive a reasonableness challenge. Second, how long the restriction lasts. One to two years is the ordinary range; substantially longer periods face pushback. Third, how the agreement defines solicitation. Definitions that sweep in passive contact, LinkedIn activity, or industry networking are more vulnerable than definitions limited to targeted outreach.
If the restriction is broad enough that you could not practically work in your field, that is the signal to look at whether the clause is really a noncompete in disguise. If it is, the strict statutory requirements come back into play, and the employer may not have satisfied them.