How do I prevent clients from poaching my freelancers?

Draft a robust non-solicitation clause that includes a specific duration (typically 12-24 months), a clear definition of 'restricted parties,' and a liquidated damages provision to quantify financial harm.

Are non-solicitation clauses legally enforceable?

Yes, provided they are reasonable in scope, duration, and geography. Courts generally uphold them to protect legitimate business interests, such as client relationships and trade secrets.

What happens if a client violates the clause?

If violated, you can pursue damages based on the contract's liquidated damages clause or seek injunctive relief to stop the unauthorized hiring.

A TermScore is an AI-generated risk rating from 0 to 100 that evaluates the fairness and risk level of any legal document. A score of 86-100 means the contract is highly favorable, while 0-30 indicates dangerous terms you should walk away from.

What types of documents can TermScore analyze?

TermScore analyzes any legal document including freelance contracts, employment agreements, residential leases, NDAs, brand sponsorship deals, SaaS vendor agreements, and rental applications. Upload PDFs, Word documents, or images.

How much does TermScore cost?

TermScore offers a free plan with 3 scores per month. The Team plan is $15/month for 30 scores, and the Professional plan is $50/month for 500 scores with team collaboration features.

Is my document data secure?

Yes. Documents are processed in memory and analysis results are stored encrypted. TermScore never shares your document data with third parties and you can delete your data at any time from your dashboard.

How to draft a non-solicitation clause to prevent clients from hiring your freelancers directly

How to Draft an Enforceable Non-Solicitation Clause

To prevent clients from hiring your freelancers directly, you must include a specific non-solicitation clause in your Master Services Agreement (MSA) or Statement of Work (SOW). This clause must define the restricted period, the scope of prohibited activities, and a clear liquidated damages provision to ensure the contract is enforceable and provides a tangible remedy.

Essential Components of a Non-Solicitation Clause

A vague clause is an unenforceable clause. To hold up in court, your provision must be precise. Avoid broad, indefinite restrictions that courts may view as an illegal restraint of trade.

1. Define the Restricted Period

The duration of the restriction must be reasonable. Most jurisdictions consider 12 to 24 months to be the standard "reasonable" window for protecting business relationships.

2. Define the Restricted Parties

Clearly identify who is covered. This should include any freelancer, independent contractor, or employee who performed services for the client during the term of the agreement.

3. Include Liquidated Damages

Proving actual damages in court is difficult. A liquidated damages clause sets a predetermined amount the client must pay if they breach the contract, such as 25% to 50% of the freelancer's annual compensation.

Key takeaway: Always include a liquidated damages clause. Without it, you are forced to prove "lost profits," which is notoriously difficult and expensive in litigation.

Action Item: Review your current contracts today. If your non-solicitation clause lacks a specific dollar amount or percentage for damages, add a liquidated damages provision immediately.

Comparison: Non-Solicitation vs. Non-Compete

Feature	Non-Solicitation	Non-Compete
Primary Goal	Protect client relationships	Restrict market competition
Enforceability	Generally high	Varies significantly by state
Scope	Specific individuals/entities	Broad industry/geography
Legal Risk	Low	High (especially in CA/NY)

Drafting Best Practices for Maximum Enforceability

To ensure your clause survives a legal challenge, follow these four rules:

Be Specific: Name the categories of personnel covered (e.g., "any personnel who performed services under this SOW").
Limit the Geography: While less critical for remote work, limiting the scope to the specific client relationship helps prove the restriction is for business protection, not market suppression.
Include a Severability Clause: Ensure that if one part of your contract is found unenforceable, the rest of the agreement remains intact.
Define "Solicitation": Explicitly state that "solicitation" includes hiring, inducing to leave, or attempting to contract directly with the freelancer.

Action Item: Ensure your contract includes a "Severability" clause at the end of the document to protect the non-solicitation provision from being invalidated by a single overreaching term.

Common Red Flags in Non-Solicitation Clauses

Avoid these common drafting errors that lead to contract invalidation:

Indefinite Duration: Clauses that last "forever" are almost always struck down by courts.
Overly Broad Scope: Trying to prevent a client from hiring anyone in your entire company, even those they never worked with, is often viewed as unreasonable.
Lack of Consideration: Ensure the non-solicitation clause is part of a signed, binding agreement where the client receives value (the services) in exchange for their promise not to poach.

Action Item: Audit your existing contracts for "perpetual" language. Replace any "at any time" phrasing with a specific timeframe, such as "for a period of 18 months following the termination of this agreement."

How TermScore Simplifies Contract Analysis

Drafting these clauses manually is prone to error, and missing a single word can render your protection void. TermScore uses advanced AI to automatically analyze your contracts, identifying weak non-solicitation language and suggesting industry-standard revisions that maximize your legal protection. By running your documents through TermScore, you ensure your business interests are shielded before you ever sign a new client.