What is a non-solicitation clause in a services agreement?

It is a promise that one party will not actively recruit the other party's employees or contractors, usually during the contract and for a period after it. In a services agreement it mostly protects the provider, whose people work closely with the client.

What is the difference between non-solicitation and no-hire?

A non-solicitation clause forbids recruiting: reaching out to the other side's people. A no-hire clause forbids hiring them at all, even when they apply on their own. Services firms often accept the first and turn the second into a conversion fee.

Should a non-solicitation clause be mutual?

Yes, in most services work. Both sides have people the other side meets and could recruit, and a mutual clause reads as fair to the client's legal team. In practice it protects the provider more, since the provider's people sit inside the client's team.

How long should a non-solicitation period be?

Twelve months after the work ends is a common, defensible length for a services agreement. Longer periods are harder to justify and, in some states, harder to enforce.

Are non-solicitation clauses enforceable in California?

California voids many restraints on a person's work under Business and Professions Code section 16600. A court of appeal struck an employee non-solicit in 2018, while the California Supreme Court held in 2020 that restraints between businesses are judged by a rule of reason. A short, narrow clause between a provider and a client, tied to the engagement, is the safer form.

What is a fair conversion fee if a client hires my contractor?

Set it near what it costs you to replace the person: a recruiter's fee for the role plus the time a new hire needs to reach the same pace. Many firms express it as a percentage of the person's first-year base pay and name it in the MSA as the sole remedy for that hire.

Non-solicitation clause: a sample for services contracts

What a non-solicitation clause does in a services agreement#

Services firms sell their people’s time and skill. When those people work inside the client’s team, the client sees their work up close and sometimes wants to keep them. A non-solicitation clause sets the rules for that moment.

Contracts mix four different promises under this heading, and each one deserves a different answer:

What	What it forbids	What to do
Employee non-solicit	Actively recruiting the other side's people	Accept it, mutual, for the people on the engagement
No-hire	Hiring them at all, even if they apply	Replace it with a conversion fee
Customer non-solicit	Approaching the other side's customers	Limit it to customers you met through the client
Non-compete	Working for the client's competitors	Strike it

A non-compete is the one that hurts most and belongs least. The client is buying your experience in its industry. A promise not to use it for anyone else for two years is a promise to stop being a specialist.

What a client's non-solicitation clause usually looks like#

A client's clause, as it often arrives

During the term of this Agreement and for twenty-four (24) months thereafter, Supplier shall not, directly or indirectly, solicit, recruit, hire or engage any employee or contractor of Client or its Affiliates, or induce any customer of Client to reduce its business with Client. During the same period, Supplier shall not provide services similar to the Services to any competitor of Client. Supplier acknowledges that any breach would cause Client irreparable harm, and Client shall be entitled to injunctive relief in addition to any other remedy.

What is wrong with it, line by line:

It is one-way. Nothing stops the client from hiring your consultant the week the project ends.
“Or its Affiliates.” A large client may have thousands of people across dozens of companies you have never heard of. You cannot check every hire against that list.
“Hire or engage.” A ban on hiring, not just recruiting. If one of their people answers your public job post, you are in breach.
“Any customer of Client.” For a firm that serves one industry, the client’s customers may be your next clients.
The competitor sentence is a non-compete, written into a services contract.
Twenty-four months after the end, with an injunction on top.

A mutual non-solicitation clause: the sample to send back#

Counter-wording: mutual non-solicitation with a conversion fee

Covered Personnel. "Covered Personnel" of a party means its employees and individual contractors who performed or received work under a SOW during the twelve (12) months before the act in question.

No solicitation. During the term of each SOW and for twelve (12) months after it ends, neither party shall directly solicit for employment or engagement the other party's Covered Personnel, except with the other party's written consent.

Exclusions. It is not a breach to (a) advertise a role publicly or through a recruiter not directed at Covered Personnel, (b) hire a person who responds to such an advertisement or approaches the hiring party first, or (c) hire a person whose employment or engagement with the other party ended at least six (6) months earlier.

Conversion fee. If Client or its Affiliate employs or engages, directly or through a third party, any of Provider's Covered Personnel during the period above, other than under exclusion (c), Client shall pay Provider a conversion fee equal to [twenty-five percent (25%)] of that person's first-year base compensation, due within thirty (30) days of the start date. The parties agree this fee is a reasonable estimate of Provider's cost of recruiting and training a replacement, and it is Provider's sole remedy for that hire.

Strike, and say why: the competitor sentence. A comment that carries: “We keep your information confidential under the confidentiality section. We cannot agree to turn down work in your industry, which is the experience you are buying.”

If they want a customer non-solicit, narrow it rather than refuse:

Counter-wording: customer non-solicit, narrowed

During the term of each SOW and for twelve (12) months after it ends, Provider shall not use Client's Confidential Information to solicit any customer of Client that Provider first came to know through its work under that SOW.

That keeps the part the client cares about (you will not use its customer list) and drops the part that would close your market.

About the conversion fee. Pick a number you can explain as the cost of replacing the person: a recruiter’s fee for the role, plus the weeks a new hire takes to reach the same pace on the client’s work. Staff augmentation firms often make conversion a priced option in the SOW from day one, which turns a dispute into a sale.

The California note#

California’s Business and Professions Code section 16600 makes void, with some exceptions, any contract that restrains a person from a lawful profession, trade or business. Two decisions shape how that applies to non-solicitation:

In AMN Healthcare v. Aya Healthcare Services (2018), a California Court of Appeal held an employee non-solicitation clause in recruiters’ employment agreements void under section 16600, because it kept them from their own profession: recruiting.¹
In Ixchel Pharma v. Biogen (2020), the California Supreme Court held that restraints in contracts between businesses are judged by a rule of reason, case by case, not voided automatically.²

A clause between your firm and a client is a contract between businesses, so the second case is the closer fit. Still, a clause that reaches far beyond the engagement, or binds individual workers, invites the first. Keep it short, tied to the people on the project, and priced as a fee rather than a ban.

Antitrust is the other edge. In January 2025 the U.S. Department of Justice and the Federal Trade Commission issued guidelines saying that agreements between businesses not to recruit or hire each other’s workers may violate the antitrust laws.³ A narrow clause inside a real services contract is a different thing from two competitors agreeing not to hire from each other. Keep yours that narrow.

UK note: English courts treat restrictive covenants as a restraint of trade and enforce one only as far as it protects a legitimate interest and goes no further than needed, so a short, narrow clause is the one that holds there too.

A sample redline, in words#

In the client’s Word file, with changes tracked:

Change “Supplier shall not” to “neither party shall,” and “of Client or its Affiliates” to “of the other party who performed or received work under a SOW in the prior twelve (12) months.” Comment: “Mutual, and limited to people who worked together.”
Strike “hire or engage” and leave “solicit or recruit.” Insert the exclusions and the conversion fee from the counter above. Comment: “If your team wants to hire one of ours, a fee gives you a clean way to do it.”
Change “twenty-four (24) months thereafter” to “twelve (12) months after the applicable SOW ends.”
Replace the customer sentence with the narrowed version above.
Strike the competitor sentence, with the comment above.
Leave the injunctive relief sentence, made mutual. It matters less once the fee is the remedy for a hire.

The email that sends your counters#

The email that sends your non-solicitation counters

To your contact, with their legal team in Cc. Attach their MSA with your changes tracked.

Subject: [Project]: the non-solicitation section, made mutual

Hi [Name],

One section of the MSA needs a change before we sign: non-solicitation.

We are glad to agree that neither of us will recruit the other's people who work on the project, for 12 months after it ends. We have made it mutual, since our people will be working inside your team every day.

If you ever want to bring one of our people on board, we would rather make that easy than forbid it. The draft has a conversion fee of [25%] of first-year salary for that case.

We have struck the sentence about your competitors. Our experience in [industry] is what you are buying, and your information stays protected under the confidentiality section.

The tracked file is attached. Could [their legal contact] confirm by [date]? We are holding [start date] for the work.

[Your name]

How Tommo Legal marks a non-solicitation clause#

Tommos (tommos.ai) is a CRM whose AI agents, the tommos, take a B2B inquiry to a signed contract. On the Sign plan, $899 a month for the firm, Tommo Legal reads each client paper that lands on a deal against the positions you set once: for this clause, mutual, 12 months, the people on the engagement, a conversion fee, no non-compete.

A clause like the one above becomes a row in its memo: the client’s words with their section, your position, what signing as written would mean, the counter-wording to paste, a confidence level, and whether the point is worth a lawyer. A Word file from the client gets the same changes tracked in it, filed beside their original in the client’s folder in your Google Drive. You decide each point on a card; Tommo Closer emails the accepted ones to the client with a link to the redline.

When the paper is agreed, Tommo Legal proposes your signature on a card, with every departure from your templates listed. A person you allow to sign presses Sign and signs right there, in an electronic signature window inside the card; if the client sent its own signing envelope, you sign in that envelope. The memo is research, not legal advice.

What Tommo Legal does · Every plan

Questions about non-solicitation clauses#

What is a non-solicitation clause in a services agreement?: It is a promise that one party will not actively recruit the other party's employees or contractors, usually during the contract and for a period after it. In a services agreement it mostly protects the provider, whose people work closely with the client.
What is the difference between non-solicitation and no-hire?: A non-solicitation clause forbids recruiting: reaching out to the other side's people. A no-hire clause forbids hiring them at all, even when they apply on their own. Services firms often accept the first and turn the second into a conversion fee.
Should a non-solicitation clause be mutual?: Yes, in most services work. Both sides have people the other side meets and could recruit, and a mutual clause reads as fair to the client's legal team. In practice it protects the provider more, since the provider's people sit inside the client's team.
How long should a non-solicitation period be?: Twelve months after the work ends is a common, defensible length for a services agreement. Longer periods are harder to justify and, in some states, harder to enforce.
Are non-solicitation clauses enforceable in California?: California voids many restraints on a person's work under Business and Professions Code section 16600. A court of appeal struck an employee non-solicit in 2018, while the California Supreme Court held in 2020 that restraints between businesses are judged by a rule of reason. A short, narrow clause between a provider and a client, tied to the engagement, is the safer form.
What is a fair conversion fee if a client hires my contractor?: Set it near what it costs you to replace the person: a recruiter's fee for the role plus the time a new hire needs to reach the same pace. Many firms express it as a percentage of the person's first-year base pay and name it in the MSA as the sole remedy for that hire.

Key takeaways#

A non-solicitation clause stops one side from recruiting the other’s people; in services work it mostly protects you.
Make it mutual, limit it to people on the engagement, and keep it to the term plus 12 months.
Turn a no-hire into a conversion fee, named as the sole remedy.
Narrow a customer non-solicit to customers you met through the client; strike any non-compete.
In California, keep the clause short and tied to the engagement; section 16600 cases cut against broad ones.
For the other clauses, use the ten-clause MSA review and the MSA checklist.

This is not legal advice. Restrictive covenants vary by state; for a California client or a large deal, ask a lawyer to read this one clause.

Sources#

Cooley LLP, “Recent California Cases Invalidate Employee Non-Solicitation Provisions” (Mar 20, 2019), on AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., 28 Cal. App. 5th 923 (2018), read Oct 13, 2026
Epstein Becker Green, “California Supreme Court Applies Rule of Reason Test for Business-Only Restrictive Covenants”, on Ixchel Pharma, LLC v. Biogen, Inc. (Cal. Aug 3, 2020), read Oct 13, 2026
Jones Day, “New Antitrust Guidelines for Business Activities Affecting Workers” (Jan 2025), on the DOJ and FTC guidelines of Jan 16, 2025, read Oct 13, 2026

The non-solicitation clause in a services agreement: a sample that protects your people