Non-Compete Clause
What it is
A non-compete clause restricts you from working for competitors or starting a competing business for a defined period after the contract ends. It can appear as a standalone document or buried in section 12 of an employment or contractor agreement. The four things that matter: how long, where, what kind of work, and what you received in exchange.
Why it matters to you
Signed without attention, a non-compete can lock you out of your own industry for one to three years. The aggressive versions are global, broad enough to cover your entire profession, and triggered by any termination — including the other side firing you without cause. The reasonable versions protect a specific business interest without disrupting your ability to earn a living.
The aggressive version
This is overreaching non-compete language. The combination of duration, scope, and geography makes it one of the most restrictive you will encounter.
During the Term and for a period of two (2) years following the termination or expiration of this Agreement for any reason, Contractor shall not, directly or indirectly, engage in, manage, operate, consult for, or have any interest in any business entity that provides services or products competitive with or similar to those offered by Client, anywhere in the world.
What each part does to you
“two (2) years following the termination or expiration”
Two years is aggressive. The restriction applies even if they terminate you without cause.
“for any reason”
If they cancel the contract the day after you sign, the two-year clock still starts. You have no leverage and a long restriction.
“directly or indirectly”
Consulting, advising, investing in, or contracting through a company may all be covered — even if you are not an employee.
“services or products competitive with or similar to”
"Similar to" is wide enough to cover your entire industry, not just their specific offering.
“anywhere in the world”
A global non-compete means the restriction follows you regardless of where you or your clients are located.
The market standard version
A reasonable non-compete is narrow, time-limited, and tied to something the other side actually needs to protect.
For six (6) months following the end of this Agreement, Contractor shall not directly solicit or perform work for the specific named clients listed in Exhibit A. This restriction applies only to work that is directly competitive with the specific services Contractor performed under this Agreement and does not restrict Contractor from working in Contractor's general field or industry.
Your counter-language
This version keeps reasonable client protection in place while removing the restrictions that would affect your livelihood.
For a period not to exceed six (6) months following termination, Contractor shall not directly and knowingly approach the specific clients with whom Contractor worked personally under this Agreement to perform substantially identical services. This restriction does not limit Contractor's ability to work in Contractor's general field, take on new clients in the same industry, or respond to inbound outreach from any party.
What to ask for
“Can we reduce the duration to six months and limit the restriction to direct competitors you can name specifically?”
“Can we define the geographic scope as the specific region where I actually performed work, rather than worldwide?”
“If you terminate this agreement without cause, can the non-compete be void — since I didn't choose to end the relationship?”
Related clauses and guides
Related clause
Non-Solicitation Clause
A non-solicitation clause restricts you from reaching out to the other party's clients, employees, or contractors after the relationship ends.
Related clause
Confidentiality Clause
A confidentiality clause (sometimes called an NDA or non-disclosure clause) obligates you to keep specified information secret.
Learn guide
Non-Compete Agreement: What It Is, What's Enforceable, and How to Negotiate
A plain-English guide to non-compete agreements — what they are, how long they last, when they're enforceable, and how to negotiate the non-compete clause before you sign.
Learn guide
How to Review a Freelance Contract Before You Sign
A freelancer's checklist for reviewing client contracts before signing. Scope, payment terms, IP, kill fees, indemnification — what to check and what to negotiate.
ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
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