Key takeaways
- Map the person, conduct and exception in the actual clause.
- Keep a general advertisement separate from a targeted message in the factual record.
- Do not infer enforceability from the title or from a rule in another state.
How to read a dental non-solicit clause
Read the operative words rather than the heading. Identify the restricted party, the covered group, the conduct, the period and any exceptions. Then check related terms in the sale and employment documents. A summary should preserve those distinctions so counsel can test the proposed action.
Use the non-compete guide for restrictions on where or when a dentist may work. This entry focuses on contacts and conduct. The purchase agreement guide explains how related deal documents must fit together.
| Clause question | Fact to bring to counsel | Avoid assuming |
|---|---|---|
| Who is covered? | Named group and relevant relationship | Every person connected with the practice is included |
| What is restricted? | Exact verbs and proposed action | Soliciting, hiring and accepting business mean the same thing |
| Is there an exception? | Its full text and the relevant facts | A heading or broad description creates an exception |
| What else applies? | Related promises and governing law | A clause can be read apart from the rest of the deal |
A narrow Massachusetts illustration
Massachusetts Section 24L excludes specified employee and customer non-solicitation covenants from its definition of a noncompetition agreement. That exclusion does not itself establish a clause’s validity. (Statute.)
In its June 2025 Miele decision, the state’s highest court held that adding a forfeiture provision to a non-solicitation agreement did not bring it within that Act. The holding concerns that Act’s scope, not blanket enforceability. (Court opinion.)
Worked example: one plan, three different actions
Assume a fictional seller plans to open a new office after a sale. The parties have a proposed restriction that counsel has not yet approved. The seller wants to post a public job advertisement, message a former hygienist and respond to a former patient who makes contact. No action is assumed lawful or prohibited here.
| Planned action | Distinct fact to record | Question for counsel |
|---|---|---|
| Public advertisement | Content, audience and distribution | Does any exception apply to these facts? |
| Direct message to the hygienist | Recipient relationship and exact message | Is this person and this conduct covered? |
| Response to an inbound patient request | Who initiated contact and what was requested | How do the clause and patient-care duties interact? |
Do not collapse these into a single “marketing” activity. Preserve drafts and the actual sequence. A restriction may use words beyond solicitation; counsel needs the wording before deciding what an inbound request means. This glossary does not determine how to handle a patient’s care or records.
Change one fact: the seller forwards the public advertisement directly to the former hygienist. It is still an advertisement, but it is now also a targeted communication. The revised question concerns that added contact. There is no numerical risk score or automatic legal outcome; the example tests whether the facts reach the right reviewer.
Use the patient announcement guide for planned sale notices and the staff communication guide for staff timing. Buyers can address the financial effects of proposed restrictions through the financing discussion, without treating a lender’s review as legal approval.
Keep the inquiry confidential
Keep initial outreach seller-blind. Identify the practice only to qualified recipients after an NDA and approval for the specific release, following the confidential sale guide. Do not approach staff or patients to test the restriction. Agree on staff notice and authorized contacts with the seller before outreach; the legal review itself should not announce the transaction.
Summary
Describe the action before seeking a legal answer. Keep the covered relationship, message and exception visible in the review note. A changed method of distribution can create a new question even when the words stay the same. Obtain counsel’s answer for the actual agreement and facts.
Frequently asked questions
Does every non-solicit clause bar accepting an unsolicited request?
Do not infer that from the label. Ask counsel to distinguish language about solicitation, hiring, accepting business and dealing with a person. The specific words and applicable law matter, and the patient’s clinical needs require separate handling.
Is a public job advertisement automatically outside a restriction?
No conclusion follows from the medium alone. Preserve what was posted and how it was distributed. In the example, sending that advertisement directly to a covered employee adds a fact that counsel must assess.
Does the Massachusetts example prove a clause is enforceable?
No. It concerns the scope of that state’s Noncompetition Agreement Act. Being outside that Act’s definition does not itself establish that a particular restriction is valid or enforceable.
Should staff be contacted to test how the clause will work?
No. Prepare the factual question with counsel and the authorized deal contact. Follow the seller’s approved staff communication plan; an unplanned approach may reveal the sale and create the very contact issue under review.
Sources
Retrieval dates appear beside each source. Figures retain their stated observation years; retrieval does not make older data current.
- Massachusetts: Section 24L · Retrieved
- Massachusetts SJC: Miele opinion · Retrieved