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Non-solicitation clause, explained
A non-solicitA non-solicit is a promise not to poach the other side’s staff, clients or leads for a period after the job.More in the glossary clause is a promise not to poach the other side’s staff, customers or leads for a period after the job — narrower than a non-competeA non-compete is a promise not to do similar work for a competitor, or in a named market, for a period after the job.More in the glossary.
Last updated 28 October 2026
What does a non-solicitation clause do?
A non-solicitation clause stops one side tapping the other’s people or accounts for a set time after the job ends. In England and Wales it is a restrictive covenant, so it has to be reasonable in time and scope. Scotland uses the same idea. It does not stop same-industry work. We write who is covered on one shared page.
Who does a non-solicit usually cover?
The usual cover is people who worked on this job, and customers the soliciting party first dealt with under this contract. A ban on any customer of the client, or anyone in the group, is wider than the project. Agencies often make it mutual so neither side hires the other’s team off a shared build. See non-solicit.
Does answering a public job ad breach it?
Many clauses say it does not. Spell that out: hiring someone who applies to a genuine public advertisement, without prior solicitation, is not a breach. A private message with an offer is. If the clause is silent, the fight later is about what solicit meant. Write the public-ad carve-out before anyone posts the role.
How is this different from a non-compete?
A non-compete tries to block a kind of work. A non-solicit leaves the industry open and only blocks poaching. If the client’s real worry is a named account walking, this is the closer tool. If they want you out of the sector, that is a different clause, and a harder one to defend.
How long should it last?
Long enough to protect the relationship you actually built, not a round number from a template. Nine to twelve months after a six-month build is a common commercial shape; years after a two-week sprint is not. Count from the end date. Put the period next to the names so both sides see the same clock.
Example wording
Example · our own drafting
For [9] months after this agreement ends, neither party will solicit the employment of the other party's personnel who worked on the Services, or solicit the other party's customers that the soliciting party first dealt with under this agreement. This clause does not stop a party hiring a person who applies to a genuine public advertisement without prior solicitation.
In Plain English
For nine months after this ends, neither side will try to hire the people who worked on this job, or take the customers they only met because of this job. A person who answers a real public job ad, without being tapped first, is fine.
What should you watch for?
| Point | Watch for | Push for |
|---|---|---|
| Who | Any employee of the client, or any customer the client has ever had. | People who worked on this job, and accounts you actually met here. |
| Direction | A one-way promise that only binds the supplier. | A mutual non-solicit when both teams are on the same project. |
| Public ads | Silence on job boards, so a later hire becomes an argument. | A carve-out for genuine public advertisements without prior solicitation. |
| Time | Two years after a short sprint. | A period matched to the job, counted from the end date. |
| Overlap | A non-solicit smuggled inside a wide non-compete. | Two separate sentences, so the narrower promise can stand alone. |
Which contracts include it?
Lex includes this clause in, among others:
- Subcontractor agreement
- Services agreement (master services agreementA master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.More in the glossary)
- Independent contractor agreement
Draft a subcontractor agreement with this clause
Free for the other sideLex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
Frequently asked questions
What does a non-solicitation clause mean?
It is a promise not to poach the other side’s staff, customers or leads for a set time after the job. It is narrower than a non-compete and is still tested for reasonableness in England and Wales.
Who is usually covered?
People who worked on the project, and customers the soliciting party first dealt with under this contract. Covering every employee or every customer of a group is a different, wider restraint.
Does answering a public job ad breach a non-solicit?
Many clauses say it does not, if the person applied to a genuine public advertisement without being approached first. Write that carve-out if you hire from job boards.
Is a non-solicit the same as a non-compete?
No. A non-solicit stops poaching. A non-compete tries to stop competing work itself. See /clauses/non-compete-and-restrictive-covenants and /glossary/non-compete.
How long should a non-solicit last?
Long enough to protect the relationship you built. Months after a project, counted from the end date, is the usual commercial shape. Years after a short sprint is the shape we cut.
Related
Templates with this clause
Other clauses
The legal wording governsLast reviewed 28 October 2026Pending lawyer review