What Is a Non-Solicitation Clause?

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.

How common is it?

In the 510 public-company commercial contracts of the CUAD dataset (The Atticus Project, CC BY 4.0), 59 (11.6%) contain a no-hire rule for employees.

Among contract types with at least 20 contracts in the set, it shows up most in strategic alliance agreements (14 of 32), service agreements (6 of 28) and development agreements (3 of 29).

These are larger-company deals, not a sample of every contract — a reference point, not a rule. Full method: /data/cuad.

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

1. Limit it to relationships you actually worked with during the engagement — not the entire client list.
2. An inbound carve-out: "General advertising and unsolicited inbound inquiries do not constitute solicitation."
3. 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

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.