Does a non-solicitation agreement stop you from making referrals?
Usually not by itself. A customer non-solicit typically bars you from soliciting a former employer's customers for competing business, and an employee non-solicit bars recruiting its staff; introducing a company to SourceX to license its own records is a different activity. The exact wording, state law and your confidentiality terms still control, so read the agreement or ask counsel.
The short answer: the wording decides, not the label
A non-solicitation agreement restricts specific conduct for a specific period, and most clauses are drafted around competition: taking a former employer's customers or recruiting its people. Introducing a company to SourceX so that the company can license its own operating records is a different activity, so in many cases the clause will not reach it.
The exceptions come from drafting. Some clauses cover soliciting a customer for any business purpose, some reach indirect solicitation through third parties, and almost every executive agreement adds confidentiality and return-of-property terms that apply whatever the non-solicit says. Enforceability also varies by state. Read the actual words, and if they are broad, ask counsel before contacting anyone they cover.
What each restrictive covenant usually restricts
| Clause | What it usually restricts | How a data-licensing introduction relates | What to check |
|---|---|---|---|
| Customer non-solicit | Soliciting or accepting business from the former employer's customers, often those you dealt with, for a set period | You are not selling a competing product; you are suggesting the company look at licensing its own records | Whether it says competing business or any business, and whether prospects are covered |
| Employee non-solicit or no-hire | Recruiting or hiring the former employer's staff | An introduction to a data licensing service is not recruitment | Whether it bars encouraging staff to work with third parties |
| Non-compete | Working in or starting a competing business in a defined area and period | A referral partnership rarely competes with an employer outside data licensing | How competing business is defined |
| Confidentiality | Using or disclosing the former employer's confidential information | Applies in full: you may not use confidential information to find or approach anyone | What counts as confidential, including customer lists and pricing |
| Return of property | Keeping documents, devices, exports or contact lists | Applies in full | Whether you still hold any company files or downloads |
What the law says
Non-solicits are contract terms, and in general their enforceability is decided under state law, which differs on scope, duration, the workers they can bind and the remedies available. That is why the same clause can be enforced in one state and narrowed in another, and why a choice-of-law clause matters.
One point is consistent, and for data licensing it matters more than the non-solicit: the records you helped create belong to your former employer. The Copyright Office's circular on works made for hire explains that when an employee prepares a work within the scope of employment, the employer is the author and owner. Your role as a referral partner is to make an introduction, never to carry records out, describe them in detail or use them to pitch.
How it plays out when former executives make introductions
| Situation | What to check | Typical outcome to confirm with counsel |
|---|---|---|
| Introducing your former employer itself | Confidentiality terms and any consulting or separation agreement still in force | Often outside the non-solicit, since the employer is not a customer; approach its current CEO through normal channels |
| Introducing a customer of your former employer during the restricted period | Whether the clause covers any business or only competing business, and prospects as well as customers | The closest call; consider waiting for the period to end or asking for written consent |
| Introducing a competitor of your former employer | The non-compete's definition of competing activity | A referral is usually not competing work, but read the definition |
| Introducing a company from your own network with no link to the former employer | Only confidentiality | Generally outside the covenants |
| Using a contact list exported from the former employer's CRM | Confidentiality and return-of-property terms | Do not use it, whatever the non-solicit says |
| Introducing a company you sold, under a purchase agreement | Covenants in the purchase agreement and any transition services or consulting agreement | Read every document; sale covenants can be broader than employment ones |
Disclosure and consent good practice
- Let the company know up front about your SourceX partnership and that a reward, paid by SourceX, depends on a completed deal.
- Keep a short note of how you know each contact, so you can show the relationship did not come from a former employer's confidential list.
- Where a clause is ambiguous, ask the former employer for written consent; a short letter is cheaper than a dispute.
- Introduce only. The company's own owner, CEO, CFO or authorized representative deals with SourceX directly.
- Never forward documents, screenshots or exports from any former employer, even ones you think are harmless.
Questions to ask your counsel
- Does my customer non-solicit cover any business purpose, or only products that compete with my former employer?
- Which customers and prospects are covered, and when does the restricted period end?
- Is the clause likely to be enforced as written in my state, and does the choice-of-law clause change that?
- Do my equity award, separation or purchase agreements add covenants or forfeiture terms?
- Would receiving a referral reward for an introduction count as indirect solicitation under this wording?
This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting. An employment or business attorney can usually answer these questions from a single read of your documents.
Where former executives usually find fit
Most former executives know far more companies than their old employer's customer list. Worth introducing: US businesses with a peak of 50+ full-time employees (contractors excluded), several years of work recorded in many systems, rights to those records and a leader with signing authority. The who qualifies page has the full list, and the page on referral income for former executives shows how operators turn a network into introductions.
The partner agreement itself is a separate contract from your old employment terms, and the page on what a referral fee agreement is explains its usual contents. Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company, and the reward becomes payable only after the buyer pays and SourceX receives its fee. No reward is guaranteed.
Next step
List the companies you know outside your former employer's customer base, then check your covenants against the riskiest names. When an introduction is clearly outside them, register as a partner.
- Step 1Share your linkSend your personal link to a company you know.
- Step 2Company appliesThe company applies itself at /apply.
- Step 3Buyer selects and paysThe buyer selects and pays for the data and SourceX receives its fee.
- Step 4You get your rewardYour share of SourceX fees becomes payable.
Common questions
What is the difference between a non-solicit and a non-compete?
A non-compete limits where you can work or what business you can run for a period after leaving. A non-solicit is narrower: it limits approaching your former employer's customers, and sometimes its employees, usually to take business or staff away. A confidentiality clause is separate again and limits using the employer's information, and it can last longer than the non-solicit.
Can I contact my former employer's customers once the non-solicit period ends?
Generally the non-solicit stops restricting you when its period ends, but confidentiality obligations usually continue. You still cannot use a customer list, pricing or other confidential information you took or memorized from the former employer to find or approach those customers. Check whether any other agreement, such as a consulting or purchase agreement, extends the restriction.
Does an employee non-solicit stop me from introducing a former colleague's company?
An employee non-solicit is aimed at recruiting or hiring your former employer's staff, so introducing a company that a former colleague now runs is usually a different matter. It becomes closer if the colleague still works for your former employer, or if the introduction involves encouraging staff to leave. Read the exact clause and ask counsel if unsure.
Could a former employer object to me earning referral rewards?
Only to the extent your agreements restrict the activity or you use its confidential information. Outside what your agreements cover, a former employer generally has little basis to object, but broad covenants, equity forfeiture terms or a consulting agreement still in force can limit what you do. Keeping introductions outside its customer base avoids most disputes.
Should I tell my former employer before making an introduction?
You are not usually required to, but asking for written consent is sensible when a company you want to introduce is one of its customers and your clause is ambiguous. A short written answer settles the question before it becomes a dispute. Never share details of the company's records or the possible deal with the former employer.
Related pages
Free resources
- MCP ROI calculator — Estimate hours saved, implied savings and first-year ROI from MCP.
- Business exit readiness assessment — A preliminary exit readiness score and checklist for advisors.
- SDE vs EBITDA calculator — Seller's discretionary earnings next to market-rate EBITDA.
- All free tools · MCP resource center
By SourceX Partnerships Team · Published 2026-10-09 · Updated 2026-10-09
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