Non-Solicitation Agreements for Martial Arts Instructors: Students, Staff and the Non-Acceptance Trap
Where a non-compete tries to stop a former instructor from teaching at all, a non-solicitation clause stops something narrower: targeted efforts to take the school’s students or staff. That narrowness is why it survives in places a non-compete does not, and why drafting it too broadly throws the advantage away.
Researched October 21, 2026. General information, not legal advice. Part of the Martial Arts Employment Law Center. State and provincial rules are summarised in the jurisdiction guides linked from the Center.
What does “non-solicitation” actually restrict?
The phrase covers four materially different restrictions, and the law treats them differently:
| Restriction | What it does |
|---|---|
| Student (customer) non-solicitation | Restricts targeted efforts to move the school’s students to a competing service |
| Employee non-solicitation | Restricts recruiting the school’s instructors and staff |
| Non-dealing or non-acceptance | Prohibits accepting a student even when the student makes contact first |
| Non-compete | Restricts working for, or opening, a competing business |
“You may not solicit” and “you may not accept business from” are different promises. A non-acceptance clause is far closer to a non-compete, and in several states it is treated as one. Nevada’s statute, for example, voids any clause that stops a former employee serving a customer who seeks them out unsolicited, and awards the employee attorney fees. Oklahoma allows a promise not to directly solicit established customers but not a bar on serving customers who come unsolicited. Washington will treat a bar on accepting or servicing customers as a banned non-compete from June 30, 2027.
What makes a student non-solicitation clause more defensible?
- Covered students: a defined group the employee had material dealings with, not everyone ever associated with the school, and not prospects the employee never met.
- Covered conduct: targeted efforts to move students to competing services, including through another person acting for the employee.
- Duration: a period the local law and the business circumstances can support. Six to twelve months is common in drafting practice, but there is no universal safe harbour; Alabama presumes 18 months reasonable for customer non-solicits, Washington will cap them at 18 months, and other states set no figure at all.
- General advertising carved out: opening a school and advertising it publicly is not solicitation. The clause should say so.
- Signing requirements: pay thresholds, notice periods, review periods and consideration for existing employees, where the jurisdiction requires them.
Where are student non-solicits restricted or void?
- California: a contractual ban on soliciting former customers generally cannot be enforced as a customer restraint (Edwards v. Arthur Andersen; Retirement Group v. Galante). Misuse of actual trade secrets, such as a confidential student list, remains a separate claim.
- North Dakota: courts have voided customer non-solicits under the same statute that voids non-competes.
- Colorado: allowed only for workers earning at least 60% of the highly-compensated threshold ($78,008.40 in 2026) and only to protect trade secrets, with a separate signed notice.
- Illinois: void for employees earning $45,000 a year or less ($47,500 from January 1, 2027), and subject to the same notice and 14-day review rules as non-competes. The same threshold applies to staff non-solicits.
- Minnesota, Massachusetts, Oregon, Rhode Island, Utah: the non-compete statutes expressly exclude non-solicitation agreements, so a reasonable clause is judged under ordinary contract law.
- Ontario: the statutory ban covers non-competes only. Non-solicits are judged under the common law, and Shafron means an ambiguous clause will not be rewritten.
- Wisconsin: since Manitowoc Co. v. Lanning (2018), staff non-solicits are held to the same strict statutory test as non-competes, and a clause covering every employee regardless of contact was struck down.
What about recruiting the school’s staff?
Employee non-solicitation clauses are generally treated more leniently than non-competes, but they are not free. Limit them to people the departing employee actually worked with, for a short period, and avoid wording that bars merely “encouraging” someone to leave. Delaware’s Court of Chancery struck staff non-solicits on exactly those grounds in 2024 to 2026, and Delaware courts will not narrow an over-broad clause for you. Missouri presumes a one-year employee non-solicit reasonable by statute.
What should a school avoid?
- Automatic “$10,000 per student” penalties. A damages clause must satisfy local law, and gross tuition is not automatically the right measure of loss.
- Unlimited restrictions covering all former students and prospects, forever.
- Blanket bans on accepting unsolicited students.
- Training-repayment obligations designed to make resignation unaffordable. California (AB 692) and New York (Trapped at Work Act, effective 2027) now ban most of these.
- Withholding final pay until paperwork is signed. Final-pay deadlines are short and penalties are steep in many states.
Frequently asked questions
Can a student non-solicit stop a former instructor from teaching students who follow them?
Usually not, if the students sought the instructor out on their own. A non-solicit restricts targeted outreach. Clauses that also forbid accepting those students face much greater enforceability problems.
How long can a student non-solicitation clause last?
It depends on the jurisdiction and the facts. Some statutes set presumptions or caps (Alabama 18 months presumed reasonable; Washington 18 months maximum from June 2027). Elsewhere a court asks whether the period is no longer than needed to protect the school’s relationships.
Is posting about my new school on social media solicitation?
General public advertising is ordinarily not solicitation. Messaging a former school’s students individually, or using its private student list to target them, is a different matter.
What every martial arts school staff package should contain
- Offer or employment agreement: the legal employer, the role and duties, workplace, pay, employment status and termination terms, reviewed against local rules. U.S. at-will language does not belong in a Canadian contract.
- Compensation schedule: hourly or salary terms, commissions and bonuses, and exactly when each is earned and paid. Record all working time, not only time on the mat. See instructor pay structures and overtime.
- Appearance and conduct policies: functional uniform, hygiene and safety standards with a written accommodation process. See the dress code and grooming guide.
- Child-protection policy: boundaries, private communications, transport, supervision and reporting. See the conduct clause guide and background checks for instructors.
- Confidentiality and data-security agreement: student records, CRM access, permitted use, return and deletion, and protected-disclosure exceptions (in the U.S., the federal DTSA whistleblower-immunity notice). See student data and trade secrets.
- Restrictive-covenant addendum: only what local law permits, usually a narrow student or staff non-solicitation clause; a non-compete only in exceptional cases. See non-compete laws by state and non-solicitation agreements.
Planning for a departure? Read When an instructor leaves: protecting students and records. Every state and province is indexed in the Martial Arts Employment Law Center.
Before you act on this
This article provides general information and is not legal advice. Employment, wage, human-rights, privacy and restrictive-covenant laws change, and their application depends on the exact wording of an agreement, the employee’s duties and pay, where the work is done and when the agreement was signed. Confirm the current statute, regulations and agency guidance, and take advice from a lawyer admitted in the relevant state or province, before drafting, changing or enforcing an employment agreement. Corrections: see our editorial policy.
