Clients frequently include NDAs, non-competes, and non-solicitation clauses in freelance contracts — sometimes all three at once. Many freelancers sign without fully understanding what they've agreed to. This guide explains the purpose and enforceability of each type of restriction, and what to look out for before signing.

Non-Disclosure Agreement (NDA)

An NDA — also called a confidentiality agreement — protects confidential information. It prevents the receiving party from disclosing or misusing information shared in confidence. An NDA does not restrict:

  • Who you can work for
  • What services you can offer
  • What industry you can work in

NDAs are widely used and generally enforceable when properly drafted. They are the least restrictive of the three types of clauses and are appropriate in almost every freelance engagement involving sensitive client information.

Non-Compete Agreement

A non-compete (or restrictive covenant) prevents a person from working for competitors, starting a competing business, or working in a particular industry for a defined period after the relationship ends. This is a significant restriction — it limits your ability to earn a living.

Enforceability varies dramatically:

  • United States: California, North Dakota, Minnesota, and several other states prohibit non-competes for independent contractors almost entirely. Most other states enforce them only if they are reasonable in geographic scope, duration, and subject matter. The FTC attempted to ban non-competes nationally in 2024, but the rule faced legal challenges.
  • United Kingdom: Non-competes are enforceable if they protect a legitimate business interest and go no further than reasonably necessary. Courts routinely strike down overly broad clauses. Typical enforceable duration: 3-12 months.

Non-Solicitation Agreement

A non-solicitation clause falls between an NDA and a non-compete. It prevents you from directly approaching the client's employees or customers after the engagement, but does not prevent you from working in the industry or for competitors.

Typical non-solicitation clauses:

  • Prevent you from hiring the client's employees for 12-24 months
  • Prevent you from approaching the client's named customers for a period
  • Do not prevent you from working for a competitor if you don't use the client's customer information to do so

Non-solicitation clauses are generally more enforceable than non-competes because they are more targeted. A reasonable non-solicitation clause is often acceptable to sign; a broad non-compete should prompt negotiation.

When Each Is Appropriate

As a freelancer, you should expect:

  • NDA: Standard in almost all engagements. Sign without hesitation if the definition of confidential information is reasonable.
  • Non-solicitation: Reasonable in many contexts, particularly longer engagements. Negotiate scope and duration if too broad.
  • Non-compete: Unusual for independent contractors. Push back hard. If you must sign, narrow it significantly — limit to direct competitors, short duration (3-6 months), and specific geography.

Red Flags to Watch For

Be cautious if a client's contract includes:

  • Non-competes lasting more than 12 months for a short-term project
  • Industry-wide or worldwide geographic scope
  • Non-compete language buried inside an NDA (clients sometimes obscure non-competes this way)
  • Clauses preventing you from "using skills or knowledge" gained — this could prevent you from using general expertise you've built over years
  • No compensation for the restriction (courts look for "consideration" — some value given in exchange for the restriction)

Negotiating Non-Competes

If a client insists on a non-compete, negotiate:

  • Limit the scope to their specific, named competitors — not the entire industry
  • Reduce the duration to 3-6 months maximum
  • Define the geography specifically — your local area or country, not "worldwide"
  • Ask for a financial payment in exchange for the restriction (this also makes it more enforceable)
  • Exclude work you were already doing before the engagement began

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Frequently Asked Questions

What is the difference between an NDA and a non-compete?

An NDA protects confidential information — it prevents the other party from revealing your secrets. A non-compete restricts where and for whom a person can work after the relationship ends. An NDA controls information; a non-compete controls career choices.

Are non-compete agreements enforceable for freelancers?

It depends on the jurisdiction. California bans non-competes almost entirely; other states enforce them if reasonable. In the UK, they must protect a legitimate business interest and be proportionate. Courts regularly strike down overly broad clauses.

Can a client require a freelancer to sign a non-compete?

Clients can ask, but freelancers should be very cautious. Negotiate: limit the scope to direct competitors, the specific industry sector, and a short time period (3-6 months maximum).

What is a non-solicitation clause?

A non-solicitation clause prevents you from directly approaching a client's employees or customers after the engagement ends. It is generally more enforceable than a non-compete because it is narrower in scope.

Should I sign a non-compete as a freelancer?

Be very careful. Check whether it is enforceable in your jurisdiction, what exactly it prevents you from doing, how long it lasts, and whether it is proportionate. Most non-competes presented to freelancers are broader than necessary and worth negotiating.

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