Non-solicitation agreement example

by Dale Davidson March 18, 2026

Here's the non-solicitation clause on one of my sub-contracts.

"During the period that this Agreement is in force and for one (1) year after the termination or expiration of this Agreement, each Party agrees that it shall not directly or indirectly recruit, solicit, or assist in the recruiting or soliciting for employment, including as a consultant, any technical or professional employees of the other Party directly supporting the Program under this Agreement, without the other Party’s prior written approval.

Each Party may, however, without violating this provision, place mass media advertisements, utilize non-targeted third party recruiting efforts, or conduct job fairs for the purpose of recruiting employees generall or otherwise hire any person of the other in the absence of solicitation in violation hereof."

If you work for a sub-contractor as a W2 and are looking to 1099 directly to the prime, this type of non-solicitation agreement may be a slight obstacle to you pulling it off.

The prime may not want to look like they "solicited" you to work for them. Even if they don't technically violate the agreement, depending on the relationship with the prime, they may still not want to risk bringing you on because they wouldn't want to ruin the relationship.

If you sense that is their hesitation I would emphasize:

That you are one who is taking the initiative and that they are in no way soliciting
That you would consider 1099ing to the sub if that was permitted and the rates are agreeable
That if you can't 1099, you are are considering leaving the contract entirely

The play is to make it look like the choice is between keeping you as a 1099 or lose you entirely. This assumes you are valuable to the client and the prime knows that, of course.

Note: You also have check to see if you signed any specific non-competes that prohibits you from working on the specific contract. If you did sign a valid one, I'd just find another project entirely.

Want the full playbook? Check out Going 1099.