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