Can a non-solicit clause be enforced in Myanmar?
Yes. Non-solicit clauses — restraining the leaver from poaching clients or staff — are generally more readily enforceable in Myanmar than full non-compete clauses, because they restrict specific conduct rather than the right to work. Reasonable durations of 6–12 months tied to defined client and employee lists are typically upheld under the Employment & Skills Development Law (ESDL) 2013 framework.
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.
- Employment & Skills Development Law (ESDL) 2013 — restrictive covenants
- Notification 84/2015 (or current) — termination framework
- QHRM Myanmar Termination Compliance Guide
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