Non-solicitation clause
also known as non-solicitation · non-solicitation clause
A contract clause stopping one party from poaching the other's clients or staff for a set period - common when agencies use subcontractors or freelancers.
For example, an agency's subcontractor agreement includes a non-solicit barring the freelancer from approaching the agency's client directly for 12 months. It protects the relationship the agency worked to build.
Why it matters to agencies: a non-solicit protects an agency's two most valuable assets - its clients and its people - from being taken by freelancers, subcontractors or departing staff. It is especially important in white-label and subcontracting arrangements, where another party meets your client directly.
- Drafting it so broadly it becomes unenforceable.
- Setting no defined time limit.
- Confusing it with a non-compete.
What is a non-solicitation clause?
A contract clause stopping one party from poaching the other's clients or staff for a set period - common when agencies use subcontractors or freelancers.
What does a non-solicit clause prevent?
It stops one party from soliciting the other's clients or employees for a defined period, protecting relationships from being poached.
Why do agencies use non-solicits with freelancers?
Because a freelancer or subcontractor often meets the client directly; a non-solicit stops them taking that client for themselves.
How is a non-solicit different from a non-compete?
A non-solicit only bars approaching specific clients or staff; a non-compete more broadly restricts working in the same field, and is harder to enforce.