A client sent you a contract, and somewhere in it is a clause headed "Non-Compete," "Exclusivity," or "Non-Solicitation" — sometimes tucked inside a section called "Restrictive Covenants." This page explains what that family of clauses does. It doesn't tell you whether to sign one; it describes what the words mean, so you can read your own agreement with your eyes open.
What it does
These are all restrictions on your outside activity — promises about who else you can work for, or who you can approach, while the contract runs and, in many versions, for a period after it ends. A non-compete limits the kind of work you can take on for others, often only for competitors. A non-solicitation clause is narrower: it bars you from going after the other side's people or customers. An exclusivity clause is different again — it says that for the length of the engagement, this client is the only one you'll do this kind of work for (sometimes called a "moonlighting" or "no-moonlighting" clause).
One point is worth flagging with this family of clauses in particular: how far these clauses reach — and whether they are enforceable at all — varies a great deal from state to state. That is exactly the kind of question to take to a lawyer licensed in your state. This page describes the general shapes; it does not tell you what any state's law makes of them.
Why they show up
Restrictive covenants rarely travel alone. They tend to appear where the other side has something specific it wants to protect — client relationships, pricing, methods, or confidential information — and the restriction is the fence around it; a non-compete or non-solicit is often paired with the confidentiality clause for that reason. And like any promise in a contract, a restriction of this kind generally has to be supported by something given in exchange — the engagement itself, pay, or access to that protected information. How much is required, and whether a particular exchange is enough, is one more thing that varies from state to state.
The variations you'll see
- Non-compete vs. non-solicit vs. exclusivity. A non-compete restricts the type of work you can do for others. A non-solicit restricts who you can approach — typically the client's employees, their customers, or both. Exclusivity restricts when — it makes the client your only outlet for that work during the term. They're often confused because they can appear together, but they do different things.
- During the term, or after it too. Some restrictions apply only while the contract is live. Others extend past the end date for a set stretch — a common form runs for a defined number of months or years after the engagement ends.
- How wide it reaches. A non-compete is usually drawn along three dimensions: time (how long it lasts), geography (a region, or nowhere in particular), and subject (a named industry or line of business, or something broader). The wider each dimension, the more of your other work the clause can touch, and the more difficult it becomes for the other side to enforce (though even a failed attempt to enforce can be expensive for the winning side).
- One-way or mutual. A restriction handed over in a form usually runs one direction — it binds the person signing. A non-solicit, for instance, commonly restricts only the contractor, and general advertising that isn't aimed at the client's people may not be treated as a violation.
How it reads from each side
- If you're the one doing the work, a restriction like this points at your future options. It's the clause that narrows the other clients you can take, the people you can reach out to, or the work you can accept while under contract. The broader the wording and the longer the tail after the end date, the more of your later work it can reach.
- If you're the one hiring, the same clause is the mechanism that keeps the contractor from turning your engagement into a doorway — into your staff, your customers, or a competitor's project — during the deal and for a defined window afterward.
Whether a restriction like this appears at all, and how far it reaches, is one of the more variable parts of a contract; its presence isn't, by itself, a sign of anything unusual.
Where it is on the checklist
Restrictions on who else you can work for are one of the terms our free Before You Sign checklist flags — it lists "There is no clause restricting who else you can work for" as a thing worth confirming in a contract you've been sent. You read your own document and score it yourself; we never see it, and the checklist doesn't assume what yours says.
Reading the rest of it
The clauses around this one are worth the same read: Ownership of the work · Indemnification · Kill fee.
The most comfortable place to be with a clause like this is on the side that wrote the first draft. If you're the one sending the agreement, you can build one free — written from your side, with a plain-English note on what each clause does.
Whether a non-compete or exclusivity clause is right for your situation is a question for a lawyer licensed in your state. This page explains the clause; it doesn't advise you on your deal.