What Is a Non-Solicitation Clause for Freelancers?

A non-solicitation clause can restrict a freelancer from approaching certain people or businesses connected with the client.

It may cover:

• customers;
• prospects;
• employees;
• contractors;
• suppliers.

The useful question is:

Who am I being prevented from approaching, for how long, and for what purpose?

Non-solicitation versus non-compete

A non-compete restricts who you may work for.

A non-solicitation clause is usually narrower: it restricts active attempts to win business or recruit people from the client.

The distinction matters.

Customer non-solicitation

A clause may say:

The Contractor shall not solicit or provide services to any customer of the Client for 12 months after termination.

That wording may go beyond solicitation by also prohibiting you from serving the customer even if the customer approaches you.

Ask whether the restriction applies to:

• all customers;
• only customers you worked with;
• prospects you never met;
• customers already known to you before the engagement.

Employee non-solicitation

Another version prevents you from recruiting the client's staff.

Check whether it covers:

• active recruitment only;
• general job advertising;
• people who approach you independently.

Duration

Restrictions may continue for months after the engagement.

The longer the period, the more important it is to understand how it affects your future business.

Existing relationships

If you already know or work with a company that also happens to be the client's customer, a broad clause can create an unexpected conflict.

Consider identifying pre-existing relationships where necessary.

Questions to ask before signing

Check:

• Who is protected?
• Must you have dealt with them during the project?
• How long does the restriction last?
• Does it prohibit solicitation only, or also accepting unsolicited work?
• Are pre-existing relationships excluded?
• Does it cover staff as well as customers?

For broader context, see Freelance Non-Compete Clauses: What Should You Look Out For?.

PactRivet can identify non-solicitation and other work-restriction wording so you can see how much of your future business may be affected.

Related guide

For a broader look at this area, see Freelance Non-Compete Clauses: What Should You Look Out For?.

PactRivet provides general information and questions to consider. It is not legal advice.