What Myanmar law says
A non-solicit clause restrains the leaver from soliciting the employer's clients, customers, or current employees for a defined period after exit. Under the Employment & Skills Development Law (ESDL) 2013 framework, non-solicit clauses are generally more readily enforceable than non-compete clauses because they restrict specific conduct rather than the employee's right to earn a living. Myanmar courts apply a reasonableness test similar to the non-compete test, focusing on duration, scope, and protection of legitimate business interests.
Two flavours of non-solicit
- Client non-solicit — the leaver cannot approach existing clients to take their business to a new employer or business.
- Employee non-solicit (non-poach) — the leaver cannot recruit current employees to follow them to a new employer or business.
Reasonableness factors
| Factor | Reasonable | Unreasonable |
|---|---|---|
| Duration | 6 – 12 months | 3+ years |
| Client scope | Defined client list the employee actually serviced | "All clients" globally |
| Employee scope | Direct reports or close colleagues | "All employees" of the group |
| Activity | Active solicitation | Any contact |
| Geography | Where the employer competes | Worldwide |
What if there's a dispute
- Township labour office first — for employment-related disputes about non-solicit reach.
- Conciliation Body — formal conciliation under the Settlement of Labour Disputes Law.
- Arbitration Council — final binding step. Statute of limitations: typically 6 months.
Employer takeaway
Use non-solicit clauses for client-facing and senior staff. Define the protected client list and the scope of "solicitation". Cap duration at 6–12 months. Use non-solicit alongside an NDA and (where suitable) a narrow non-compete. Run final settlement within 7 days of last working day, retrieve client contact data, deregister from SSB within 30 days, and keep the signed agreement for at least 7 years.
Edge cases and unenforceable clauses
- Non-solicit applied to "passively responding" to ex-clients — over-broad; restricts only active solicitation.
- Employee non-solicit covering departed employees — only enforceable if the targeted employees were employed when the leaver left.
- Non-solicit without consideration — weakens enforceability.
- See non-compete and NDAs.
Common non-solicit mistakes
- Drafting non-solicit so broadly it functions as a non-compete.
- Failing to define the protected client list with specificity.
- Applying non-solicit to junior or non-client-facing staff.
- Skipping the post-exit reminder letter — important for any breach action.
We publish practical, legally-grounded HR guidance for Myanmar employers. Each piece is reviewed by our compliance team against current MLIP and Labor Law requirements.