Non-Solicitation Clause
What it is
A non-solicitation clause restricts you from reaching out to the other party's clients, employees, or contractors after the relationship ends. It is narrower than a non-compete — it does not prevent you from working in the same industry — but it can still meaningfully affect your ability to pursue business if drafted broadly enough.
Why it matters to you
The aggressive versions of non-solicitation clauses cover people you never met, extend for years, and include passive inbound inquiries as "solicitation." A contractor who cannot accept inbound calls from the client's former employees or customers — even months after the engagement ended — loses legitimate business opportunities through a clause that was drafted far beyond any genuine protective purpose.
The aggressive version
Overbroad non-solicitation language often appears alongside non-compete clauses, making it harder to notice how far it reaches.
During the Term and for a period of two (2) years following expiration or termination of this Agreement, Contractor shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any customer, client, prospective client, or employee of Client for any purpose whatsoever, whether or not such contact was initiated by such customer, client, or employee.
What each part does to you
“any customer, client, prospective client”
Prospective clients are people the company was hoping to sign — you may have never interacted with them, or even known about them.
“for any purpose whatsoever”
Not just competing services — any contact with a covered person is restricted. Accepting a social media connection request from a former colleague may be covered.
“whether or not such contact was initiated by such customer, client, or employee”
Inbound calls are restricted. If a former client reaches out to you, taking the call may violate this clause.
The market standard version
A reasonable non-solicitation clause targets the specific relationships you developed during the engagement, for a proportionate period.
For a period of twelve (12) months following termination of this Agreement, Contractor shall not knowingly and directly solicit for competing services the specific clients and employees with whom Contractor personally worked during the engagement, as identified in Exhibit A. This restriction does not apply to: general advertising or public recruitment; inbound inquiries from covered persons; or persons who ceased their relationship with Client prior to termination of this Agreement.
Your counter-language
This version limits the restriction to people you actually worked with, for a reasonable period, and carves out inbound contact.
For a period not to exceed six (6) months following termination, Contractor shall not directly and knowingly solicit those specific individuals Contractor worked with personally during the engagement to provide services that compete directly with those provided under this Agreement. This restriction does not apply to: general public solicitation; persons who contacted Contractor first; persons who left Client's employment before the termination date; or any services that are not directly competitive with services Contractor performed under this Agreement.
What to ask for
“Can we limit the restriction to specific individuals I actually worked with, rather than the client's entire customer and employee base?”
“Can we clarify that inbound inquiries from covered persons are not restricted — I should not be penalized if they contact me?”
“Can we shorten the duration to six months and make clear that general advertising and public posting are excluded?”
Related clauses and guides
Related clause
Non-Compete Clause
A non-compete clause restricts you from working for competitors or starting a competing business for a defined period after the contract 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.
Have this clause in your contract?
Upload your contract and ClauseCheck will analyze this clause and every other one from your perspective. Your first review is free.
Analyze my contract freeNo credit card. No trial period.