Glossary

Non-solicitation clause

contracts & scopeUpdated October 2026 · reviewed by the Forge team

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 your firm: 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.

Common mistakes
  • Drafting it so broadly it becomes unenforceable.
  • Setting no defined time limit.
  • Confusing it with a non-compete.
Common questions

Frequently asked questions

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.

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