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Non-Solicitation Clause

A non-solicitation clause forbids you from hiring or recruiting the other party's employees — a restriction borrowed from B2B contracts.

Non-solicitation provisions come from commercial contracts, where two companies that see each other's teams during a project agree not to poach. They leak into consumer-facing documents rarely but memorably: a freelancer platform whose ToS bars you from ever hiring a freelancer you met there directly, or an NDA whose confidentiality section quietly adds a 24-month hiring ban.

The concern is scope. 'Directly or indirectly' covers referrals through friends; 'entice away' covers offers at market rate that the incumbent chose not to match; the time window is measured from the end of the relationship, not the start. A clause intended to protect a negotiating relationship ends up restricting ordinary employment mobility.

Enforceability against individuals varies widely — employee non-solicits are restricted or void in several jurisdictions, and a consumer who never negotiated the term has strong unconscionability arguments. But like every clause in this glossary, the realistic cost is discovering it only after it has been breached.

Red flag in the wild

For a period of twenty-four (24) months following termination of negotiations, Receiving Party shall not directly or indirectly hire, solicit, or entice away any engineer or contractor of Disclosing Party.

How ToS-TLDR flags this

ToS-TLDR surfaces non-solicitation and other borrowed B2B restrictions under hidden traps when they appear in consumer-facing documents.

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