You bring in a contractor who meets your whole team and your top clients. Contract ends. Contractor takes two employees and your best client with them. Without a non-solicitation clause, all of that is legal.
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What it means
A non-solicitation clause restricts one or both parties from actively recruiting or hiring the other party's employees or clients for a defined period after the engagement ends. It's narrower than a non-compete — it doesn't prevent competing; it prevents poaching specific people and relationships.
Non-solicitation says: for the next [N] months after this contract ends, you can't actively recruit or hire my employees, and you can't solicit my clients. It applies to specific people and relationships introduced through the engagement — not to the world generally.
Any engagement where the other party gains access to your valuable employees or client relationships. As a client, you need it to prevent contractors from poaching your team. As a contractor, you need it to prevent clients from hiring you out from under themselves and cutting out your business.
Without a non-solicitation clause, any party who gains access to your employees and clients through the engagement can reach out to them directly after the deal ends. There is no legal bar to doing so — absent a contractual restriction, solicitation is legal.
Why it's missed
Why missed
Non-solicitation and non-compete are different clauses. Non-compete prohibits working in competing roles or industries. Non-solicitation prohibits targeted recruitment of specific people and clients. Non-compete is heavily restricted by many states; non-solicitation is far more broadly enforceable.
Why missed
When the engagement starts well, solicitation protection feels paranoid. But contracts define what happens when relationships change — and a contractor who has a falling out, or who sees a business opportunity in your client list, is a different person than the one you hired.
Why missed
Because non-compete is largely unenforceable in many states, some business owners assume all post-engagement restrictions are unenforceable. Non-solicitation clauses, when narrowly drafted, are enforceable in most US states — including California, which voids non-competes.
What can go wrong
A consultant or contractor works with your team for six months. Engagement ends. They set up their own shop and reach out to your best employees with job offers. No non-solicitation clause, no legal basis to stop it.
You hire a subcontractor. They work directly with your client. Engagement ends. Subcontractor goes around you and contracts directly with your client the following month. You lose the relationship and the revenue.
You provide staffed services to a client. They fall in love with your employee and offer them a job. Employee accepts. Client effectively acquires your human capital without paying a recruiting fee or honoring any transition. A non-solicitation clause with a buyout provision addresses this.
Through your engagement, a contractor learns about your other clients and business relationships. Nothing in the contract prevents them from approaching those relationships once the engagement is over.
Red-flag wording
These formulations are common. Each one either voids the clause by being too broad, or fails to protect by being too narrow.
Red flag
This is a non-compete, not a non-solicitation. In most states, this requires a higher standard of justification and may be void. Non-solicitation is the narrower, more defensible clause to use.
Red flag
Courts void unreasonable duration restrictions. Non-solicitation clauses without a defined end date are often voided entirely rather than blue-penciled to a reasonable term. Use 12–24 months.
Red flag
Too broad. If a party was introduced to a hundred people through the engagement, a blanket hiring restriction is unenforceable. Restrict solicitation of key personnel — not all people ever encountered.
Red flag
Geographic scope affects enforceability. A global non-solicitation for a local business relationship is disproportionate and courts will often void or narrow it.
Safer pattern
A defensible non-solicitation clause is narrowly scoped (specific people, not all contacts), time-limited (12–24 months), and tied to active solicitation rather than passive hiring. Courts consistently enforce narrowly tailored non-solicitation clauses even in states hostile to broader restrictions.
BizDraft generates non-solicitation clauses with mutual obligations, defined duration, and scope limited to active solicitation — calibrated for enforceability in your governing law state.
Where it appears
Template
Staffing firms need non-solicitation clauses most urgently — clients hiring their placed employees directly undermines the entire business model.
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Consultants who work alongside client teams or subcontract to clients need mutual non-solicitation to protect both the consultant's network and the client's team.
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Prime contractors need non-solicitation clauses preventing subcontractors from going around them to the end client directly.
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Draft your agreementRelated clauses
Clause
Client lists and employee information must be confidential before non-solicitation can protect them effectively.
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Enforceability of non-solicitation varies by state — governing law determines which state's rules apply to your restriction.
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Exclusivity restricts competing work during the engagement; non-solicitation restricts poaching after. Both protect different phases of the business relationship.
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