Non-compete and non-solicit terms in freelancer contracts: what to find

Freelancer and contractor agreements sometimes include restrictions that affect future work. These provisions may be labeled non-compete, non-solicit, exclusivity, no-hire, conflict of interest, or restrictive covenant.

This guide is general information only, not legal advice. Use it as an organized starting point for locating language that may affect work after the project starts or ends.

1. Non-compete language

Look for language that limits work with competitors, similar businesses, or clients in the same industry. The restriction may apply during the project, after the project, or both.

Pay attention to the defined market, geography, duration, and type of work covered. A restriction may be narrow, or it may use broad wording that deserves closer reading.

2. Non-solicit language

Non-solicit terms may limit contact with the client's customers, employees, contractors, vendors, or business partners. Look for whether the restriction covers active outreach only or any business relationship.

Also check whether it applies to people you already knew before the contract or only people introduced through the project.

3. Exclusivity during the project

Some agreements require exclusive services for a period of time. Others allow outside work as long as there is no conflict. Locate the exact words and the time period.

For freelancers with multiple clients, exclusivity language can affect scheduling and income even if it lasts only during the project.

4. Conflict-of-interest terms

Contracts may require disclosure or approval before working with certain clients or industries. Look for who decides whether a conflict exists and whether approval must be written.

Conflict language can be separate from a non-compete clause, so search for both concepts.

5. Duration and survival

Find how long the restriction lasts. A clause may say 6 months, 12 months, 2 years, during the agreement, or indefinitely for some obligations.

Also look for a survival clause. It may say that certain provisions continue after termination or expiration.

6. Remedies and consequences

Look for what the contract says happens if a restriction is breached. It may mention injunctive relief, damages, fees, termination, withholding payment, or other consequences.

This section can help show which restrictions the agreement treats as especially important.