What Is a Non-Solicitation Clause for Freelancers? (And Why Your Client Contracts Need One)

Disclaimer: This article is for educational purposes only and does not constitute legal advice. Contract templates are tools, not a substitute for consulting a licensed attorney about your specific situation.

What Is a Non-Solicitation Clause for Freelancers?

A non-solicitation clause is a contract provision that prevents your client from hiring, contracting with, or poaching your employees, subcontractors, or other talent you introduce during a project — without paying you a referral fee or waiting a set period.

In plain English: if you bring in a designer, developer, or editor to help on a client's project, the client can't turn around and hire that person directly behind your back.

This matters more than most freelancers realize. You build a team, you manage the relationship, you take the risk — and without a non-solicitation clause, the client can bypass you entirely the next time they need work.

Why Freelancers Need a Non-Solicitation Clause

If you work solo 100% of the time, you can skip this clause. But if you ever subcontract work, collaborate with other freelancers, or plan to scale, you need it.

Here's what happens without one:

• You bring a trusted copywriter onto a client's retainer project.
• The client loves the copywriter.
• Three months later, the client hires the copywriter directly — at a lower rate, cutting you out of future commissions.
• You lose recurring revenue and a valuable subcontractor relationship.

A non-solicitation clause makes that scenario a breach of contract. The client either pays you a finder's fee or waits until the restriction period expires.

Non-Solicitation vs. Non-Compete: What's the Difference?

Freelancers often confuse these two. They're not the same.

Clause	What It Does	How Enforceable
Non-Solicitation	Prevents the client from hiring your people	Generally enforceable if reasonable in scope
Non-Compete	Prevents the client from working with anyone in your field	Often unenforceable for freelancers, varies by state

Non-solicitation is narrower and more defensible. You're not telling the client they can't do business — you're just saying they can't poach the specific people you brought to the table.

What a Good Non-Solicitation Clause Looks Like

Here are the key elements every non-solicitation clause should include:

1. Definition of "Covered Persons"

Be specific about who's protected. Don't just say "employees." Include:

• Subcontractors
• Independent contractors you engage
• Employees of your business
• Consultants you bring onto the project

2. The Restricted Period

A reasonable time frame. Common ranges:

• 6 months — standard for short projects
• 12 months — typical for ongoing retainer relationships
• 18-24 months — reasonable if you invested significant training or onboarding

Courts generally won't enforce indefinite restrictions, so pick a specific number.

3. The Exception: Direct Hiring With a Fee

Many freelancers include an option that lets the client hire the person — if they pay a referral fee. Typical terms:

• 15-25% of the person's first-year compensation
• A flat fee equal to 2-3 months of the project rate
• Payment due within 30 days of the hire date

This turns a restriction into a potential revenue stream.

4. Geographic Scope (If Needed)

For most freelance relationships, "within the client's industry" or "within the territory covered by this agreement" is enough. Avoid overreaching — a global ban on hiring anyone you've ever worked with will look unreasonable.

Sample Non-Solicitation Clause Language

Here's a practical example you can adapt:

Non-Solicitation. During the term of this Agreement and for [12] months thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any subcontractor, employee, or independent contractor introduced by Freelancer in connection with the Services, without Freelancer's prior written consent. If Client wishes to hire or engage any such person, Client shall pay Freelancer a referral fee equal to [20%] of such person's first-year compensation or a flat fee of [$2,500], whichever is greater.

Adjust the numbers to fit your business. A solo freelancer might use 6 months and a flat $1,000 fee. An agency owner might use 18 months and 25% of first-year comp.

Where to Put This Clause in Your Contract

The non-solicitation clause typically lives in one of two places:

• In the General Terms section of your Service Agreement or Master Services Agreement, alongside other restrictive covenants.
• In a standalone Statement of Work (SOW) if the non-solicitation only applies to specific projects.

If you use a separate SOW for each project, include the non-solicitation clause in your master agreement so it applies to all projects automatically.

For more on the difference between these documents, see our guide: When Should a Freelancer Use a Statement of Work vs. a Service Agreement?

When Clients Push Back on Non-Solicitation

Some clients will resist this clause. Here's how to handle the three most common objections.

"We don't poach people. We don't need this in writing."

Response: "I trust you. This protects both of us by making the terms clear. It also protects my subcontractors — they know exactly where they stand."

"This feels too restrictive."

Response: "I'm happy to narrow the scope. We can limit it to just the subcontractors listed in this SOW, and set a 6-month window instead of 12."

"We need to be able to hire people we find independently."

Response: "That's fair. We can add a clause that says the restriction only applies to people I specifically introduce for this project — not people your team finds through their own recruiting."

Are Non-Solicitation Clauses Enforceable for Freelancers?

Generally, yes — if the clause is reasonable.

Courts evaluate three factors:

1. Reasonableness of duration — 6-12 months is usually fine. 3+ years is not.
2. Reasonableness of scope — limited to people you actually introduced, not every contractor in your network.
3. Legitimate business interest — you invested time, money, and relationships to build your team. That's a protectable interest.

In most states, non-solicitation clauses are more enforceable than non-compete clauses because they don't prevent the client from doing business — they just prevent unfair poaching.

Important note: California, North Dakota, and Oklahoma have strong public policies against restrictive covenants. If your client is based in California, consult a lawyer before relying on a non-solicitation clause.

How Non-Solicitation Connects to Other Contract Protections

A non-solicitation clause works best as part of a complete contract system. Here are related clauses that protect different parts of your freelance business:

• Mutual Indemnification Clause — Protects both you and the client if something goes wrong.
• Scope Creep Clause — Prevents clients from adding work without adjusting pay.
• Late Fee Clause — Ensures you get paid on time.
• Kill Fee Clause — Gets you paid if the client cancels mid-project.

Each clause handles a different risk. Together, they form a safety net.

When You Don't Need a Non-Solicitation Clause

Be honest about whether you actually need this. Skip it if:

• You never use subcontractors or collaborators.
• You work entirely alone and don't plan to scale.
• Your projects are one-off and short (under a week).
• You're comfortable letting clients hire your subcontractors directly.

For everyone else — especially freelancers who invest in building a team or referral network — a non-solicitation clause is cheap insurance.

The Bottom Line

A non-solicitation clause protects the relationships you've built. It's not about being difficult with clients. It's about making sure that when you bring talent to the table, you're not training the client to replace you.

Add it to your contract template now, while you're thinking about it. You can always negotiate the specific terms later — but you can't add it after the client has already poached your best subcontractor.

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