I am being asked to sign a contract after I completed the work. I do not fully understand the following non-exclusivity and non-solicitation clauses. What does "solicit sales" mean? Also it never defines "Competing Product" so could this in theory be extremely wide? Also are these two clauses contradicting each other?


  1. Non-Exclusivity. The parties expressly acknowledge that the Company is free to engage others to perform services of the same or similar nature to those provided by the Consultant and the Consultant is entitled to offer and provide services to others solicit other clients and otherwise advertise the services offered by the Consultant.


  1. Non-Solicitation. During the term of this Agreement and for one year after the termination of this Agreement, Consultant will not directly or indirectly, for itself or any third party:

(a) solicit sales of any Competing Product from any person who was a customer or prospective customer of Company during the term of this Agreement or encourage any such person to reduce their purchases from the Company; or

(b) solicit or encourage any Personnel of Company or its affiliates to terminate employment with, or cease providing services to, Company or its affiliates. "Personnel" means any employee or contractor of the Company or its affiliates during the term of this Agreement. "Competing Product" means any product or service that competes or competed with any product or service sold, provided, or intended to be sold or provided by Company or any affiliate at any time during the term of this Agreement.

  • Clause 1 also states that the Company does not have to hire you to maintain, fix, or improve the software that you worked on.
    – mkennedy
    Apr 15, 2019 at 17:10
  • FWIW, the legal status of these agreement varies a lot from one jurisdiction to the next. For example, MA and CA have very different laws on the subject. Also, if you have completed the work they may be able to do little if you don't agree.
    – ohwilleke
    Dec 6, 2021 at 20:02

2 Answers 2


are these two clauses contradicting each other?

No. Taken together, clauses 1 and 2(a) mean that the consultant is allowed to offer a competing product to other clients except any entities which are the company's customers and/or the company's prospective customers. Once a year has elapsed since the termination of the Agreement between consultant and company, that restriction disappears. Thereafter, the consultant will be free to offer the competing product to those customers as well (effectively becoming the company's competitor).

For instance, suppose the company is in the business of car sales, and its clients are X, Y, and Z. The consultant may continue his side business of car sales, but he is not allowed to make a [car] sales pitch to X, Y, and Z except in his capacity of the company's personnel. The same applies if the company is trying to close a sale with W (since W is the company's prospective client).

Item (b) of Clause 2 implies that the consultant may still engage the company's personnel to join the consultant's side business as long as (1) the engagement does not prompt that personnel to leave the company; and (2) the side business to which that personnel is invited does not result in competition against the company. That prohibition also disappears a year after the relation between the consultant and the company has ended.

it never defines "Competing Product" so could this in theory be extremely wide?

Oftentimes the context renders it unnecessary to define "Competing Product". A company that is focused on selling cars cannot reasonably object to the consultant's side business of selling boats or motorcycles. Using the above example, the consultant may at all times approach X, Y, Z, and W for the purpose of selling boats or motorcycles, since these goods would hardly qualify as substitute or competing products for cars.


The non-exclusivity clause just means that you will still be allowed to work for other companies while you work for this one.

The non-solicitation clause means you can't tell any of your employer's customers to use a competitor's product instead of your employer's product. It also states that you can't advise other employees of the company to leave your employer

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