A non-solicitation clause restricts you from contacting clients, employees, or vendors after a contract ends. These clauses are common in employment and freelance agreements — and they're often drafted so broadly that they can cut you off from relationships you built long before the contract existed.
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A non-solicitation clause (also called a "non-solicit" or "customer non-solicitation agreement") is a contract provision that prevents you from reaching out to a company's clients, employees, or business partners after your relationship with that company ends.
Non-solicitation clauses are common in employment agreements, freelance contracts, consulting arrangements, and partnership buyouts. They're designed to protect the company's client relationships and workforce — but they're frequently drafted far broader than necessary, sweeping in contacts you brought to the table yourself.
Applies to clients you brought to the company
If you introduced clients to the company before or during the engagement, a blanket non-solicit could lock you out of your own network. The clause should only cover clients you gained access to through the company's resources.
Covers "anyone you interacted with" — too broad
Some clauses define the restricted group as anyone you had contact with during the engagement — including people you emailed once or met at a company event. This can effectively ban you from an entire industry's contact list.
Duration over 12 months
Non-solicitation periods longer than 12 months are aggressive and often unenforceable. Anything beyond 24 months should be a dealbreaker — client relationships change fast, and a two-year restriction is disproportionate.
No carve-out for pre-existing relationships
If you had clients or contacts before the contract started, the clause should explicitly exclude them. Without a carve-out, you could lose access to relationships you spent years building.
Actual clause from a real contract
"For a period of 24 months following termination of this Agreement, Contractor shall not, directly or indirectly, solicit, contact, or attempt to divert any client, customer, vendor, or employee of Company with whom Contractor had any interaction during the term of this Agreement, for any purpose that competes with Company's business."
This clause is problematic because it combines four overbroad elements: 24 months (too long), "any interaction" (too broad), includes vendors and employees (too wide), and has no carve-out for pre-existing relationships. ClauseGuard would flag all four.
Suggested counter-language
"I'd like to limit the non-solicitation to clients I directly serviced during the contract term, with an explicit exclusion for pre-existing relationships documented before the agreement date. I'm also requesting a duration of 6 to 12 months rather than 24."
Key negotiation points:
Unlike non-competes, non-solicitation clauses are generally enforceable in most states because they're seen as more narrowly targeted. Courts typically uphold them when they're reasonable in duration and scope.
However, courts will scrutinize clauses that are overly broad in defining who counts as a "client" or that restrict passive contact (e.g., posting on LinkedIn). A clause that effectively prevents you from working in your industry may be treated as a disguised non-compete and struck down.
Even an enforceable non-solicitation clause can be negotiated before you sign. The time to push back is now — not after termination when a cease-and-desist arrives.
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