What is the difference between a non-solicitation and a non-compete clause?

A non-compete clause broadly prohibits you from working in a competing industry or role. A non-solicitation clause is narrower — it prohibits you only from specifically targeting the other party's employees or customers, without restricting your general ability to compete. Because non-solicitation clauses are more targeted, courts enforce them more consistently than broad non-competes. Many states that void non-competes will still enforce reasonable non-solicitation agreements.

How long can a non-solicitation clause last?

Courts generally consider non-solicitation periods of 12 months or less to be reasonable in service agreements. Periods extending to 24 months are sometimes enforced but invite more scrutiny. Periods exceeding 24 months are frequently reduced or voided by courts as overbroad. The reasonableness standard depends on the geographic scope, the specific category of persons covered (employees vs. customers), and the industry.

Can a client's non-solicitation clause prevent me from taking a job with their employee?

Not typically. A non-solicitation clause prohibits you from actively recruiting or soliciting — it generally does not prevent you from accepting a job with someone who initiates contact with you independently. The distinction between solicitation (you reaching out) and acceptance (them reaching out to you) matters legally, though the line can blur in practice. If passive contact is a concern, clarify the language before signing.

Is a non-solicitation clause enforceable in California?

California broadly voids non-compete clauses under Business & Professions Code Section 16600. The enforceability of non-solicitation clauses in California has been contested — courts have generally held that customer non-solicitation agreements are also void under Section 16600, though employee non-solicitation provisions remain somewhat enforceable where they protect legitimate trade secrets. California law in this area has been evolving; consult a California-licensed attorney for current guidance.

What Is a Non-Solicitation Clause?

A non-solicitation clause prohibits one or both parties from actively recruiting the other's employees, contractors, or customers during and after a contract period. For freelancers and independent contractors, this most commonly means you cannot recruit the client's staff or directly target their existing customers with competing offers. Unlike broad non-compete clauses, non-solicitation agreements are more narrowly scoped — targeting specific relationships rather than entire industries — and courts in most US states enforce them more consistently. According to the American Bar Association, non-solicitation provisions survive legal challenge at a significantly higher rate than equivalent non-compete clauses.

Definition

Picture this: you spent six months as a freelance designer embedded with a client's marketing team. You built relationships with their in-house designers, their agency partners, and their key customers. When the engagement ends, a non-solicitation clause prevents you from immediately calling those people to offer them jobs or competing services.

That's the legitimate purpose of the clause — protecting the client's workforce and customer relationships from targeted raiding by someone who had privileged access. Most freelancers can live with a reasonable version of this.

The problem arises when the clause is drafted so broadly that it functionally becomes a non-compete. A non-solicitation clause that covers "any person or entity that the client has done business with in the past three years in any industry" could effectively prevent you from working in your entire field. The narrower the clause, the more defensible it is — and the more acceptable it should be to sign.

Key Elements of a Non-Solicitation Clause

Covered persons: The clause should specify exactly who is covered — employees only, customers only, or both. Some clauses also cover contractors, vendors, or "business partners," which can be unreasonably broad.
Duration: The time period after contract termination during which solicitation is prohibited. Courts generally consider 12 months or less to be reasonable.
Geographic scope: Some non-solicitation clauses are limited geographically; others have no geographic limit. A worldwide customer non-solicitation is more likely to be challenged.
Definition of "solicitation": Does the clause prohibit only active outreach, or also passive acceptance of inbound contact? A freelancer who receives a call from a client's former employee shouldn't be in breach simply for taking the meeting.
Mutuality: Does the clause bind only you, or also the client? A mutual non-solicitation — preventing the client from poaching your subcontractors or staff — is the fair standard.

Red Flags to Watch For

Legal practice consistently flags non-solicitation clauses as provisions that require careful reading, because their enforceability — and impact on your career — depends almost entirely on the specific language.

🚩 Covers any entity the client has "ever done business with": This makes the clause effectively infinite in scope and functionally equivalent to a non-compete for your entire industry.
🚩 No carve-out for passive inbound contact: If the clause prohibits any contact — even when the other party reaches out to you — it's more restrictive than industry standard.
🚩 Duration exceeding 24 months: Courts frequently reduce or void non-solicitation periods beyond two years as overbroad.
🚩 One-sided: The clause binds you but not the client. The client can approach your staff and clients after the engagement ends without restriction.
🚩 No definition of "solicit": An undefined solicitation prohibition creates ambiguity about whether LinkedIn connection requests, industry conference interactions, or general advertising constitute a breach.

NovaDocs flags overly broad non-solicitation language when you upload your contract. Analyze your contract free →

Sample Non-Solicitation Clause Language

"During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither party shall directly solicit for employment or engagement any employee or independent contractor of the other party who was directly involved in the performance of this Agreement. This restriction shall not apply to general public advertising or to any person who independently contacts a party without prior solicitation."

Note: This sample is for educational purposes only. Always have a qualified attorney review contracts before signing.

By the Numbers

According to the American Bar Association, non-solicitation provisions survive legal challenge at a significantly higher rate than non-compete clauses, due to their narrower scope — making them a more reliable post-contract restriction for employers and clients.
A 2024 survey by the Freelancers Union found that 43% of freelancers had signed contracts containing non-solicitation clauses, but fewer than 20% could accurately describe what the clause prohibited — leaving most exposed to potential breach without knowing it.

Frequently Asked Questions

What is a non-solicitation clause?: A non-solicitation clause prohibits one or both parties from actively recruiting each other's employees, contractors, or customers during and after the contract period. Unlike non-competes, which restrict your general ability to compete, non-solicitation clauses are narrowly targeted at specific relationships — and courts enforce them more consistently as a result.
What is the difference between a non-solicitation and a non-compete clause?: A non-compete broadly restricts your ability to work in a competing industry or role. A non-solicitation clause is narrower — it only prohibits targeting the other party's specific employees or customers. Many states that void non-competes will still enforce reasonable non-solicitation agreements. Always check which clause (or both) your contract contains.
How long can a non-solicitation clause last?: Courts generally consider non-solicitation periods of 12 months or less to be reasonable in service agreements. Periods extending to 24 months are sometimes enforced but receive more scrutiny. Periods exceeding 24 months are frequently reduced or voided as overbroad, depending on the state and the scope of persons covered.
Can a client's non-solicitation clause prevent me from taking a job with their employee?: Generally not if the employee reached out to you independently. Non-solicitation clauses prohibit active solicitation — you reaching out — not passive acceptance of inbound contact. The distinction matters legally. If passive contact is a concern, negotiate explicit language carving out unsolicited inbound contact before signing.
Is a non-solicitation clause enforceable in California?: California broadly voids non-compete clauses under Business & Professions Code Section 16600. California courts have generally extended this prohibition to customer non-solicitation agreements as well, though employee non-solicitation provisions protecting legitimate trade secrets retain some enforceability. This area of California law is actively evolving — consult a California-licensed attorney for current guidance.