Threat assessment
Non-Solicit Clause
Non-solicit provisions restrict hiring or soliciting employees and customers. When buried in NDAs, they function as disguised non-compete restraints.
What it is
A non-solicit restricts approaching the other party's employees, contractors, or customers for a period after the relationship ends.
Why it matters
In NDAs (pre-relationship), non-solicit can limit your ability to hire talent you meet during diligence or pilot discussions — before any services agreement exists.
Red flags
- Non-solicit in a pre-SOW NDA
- Duration longer than 12 months
- Covers "any person you met during discussions"
- No carve-out for general advertising
Negotiation levers
- Move to MSA if truly needed
- Limit to named roles you interacted with
- Shorten survival to 6–12 months
NDAShield perspective
Non-solicit language is frequently misclassified as pure confidentiality. Upload for clause-type detection and Burn Score impact.