What Is a Non-Solicitation Clause?
A non-solicitation clause restricts one party from soliciting the other's clients, customers, or employees for a period after the contract ends. It's the narrower cousin of the non-compete: instead of barring you from working in a field, it bars you from actively taking specific relationships with you.
Why it matters
Non-solicitation is often the reasonable compromise in a negotiation — many professionals trade a non-compete away by accepting one. But its drafting decides whether it stays reasonable. "Solicit" can be defined so broadly that a former client approaching you counts as a violation, and like other post-term restrictions, how far these clauses can reach varies by jurisdiction and continues to evolve — which is why narrowing the words before signing beats debating them after.
What to watch for
- "Directly or indirectly solicit" with no definition — broad enough to cover a LinkedIn post announcing your new role.
- No carve-out for inbound contact: clients who come to you unprompted shouldn't count as solicited.
- "Any client" scope — including clients you never met, rather than those you actually worked with.
- Long tails: multi-year restrictions on ordinary roles.
- Stacking: non-solicitation plus a non-compete plus broad confidentiality can together exceed what any one clause could do alone.
A realistic example
A consultant's agency contract bars soliciting "any client of the Agency" for two years. After she leaves, a company she never worked with — but which is on the agency's thousand-name client list — invites her to bid on a project. Under the clause's literal words, accepting the invitation is a risk she has to weigh, for a relationship she never touched.
What to ask for
- Limit it to relationships you actually worked with during the engagement — not the entire client list.
- An inbound carve-out: "General advertising and unsolicited inbound inquiries do not constitute solicitation."
- A short, defined term — and scope it to active clients, not anyone the company ever billed.
Related terms: non-compete · confidentiality clause · mutual NDA Related guide: How to review a job offer
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Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.