Side by side
Non-compete
Restricts working for competitors or in a defined field and area. Broadest impact — it can prevent you taking most work in your industry. Faces the most scrutiny from courts and legislatures.
Non-solicit (clients)
Restricts approaching the former employer's clients. You can work for a direct competitor; you just can't take specific relationships with you. Generally viewed as more reasonable.
Non-solicit (employees)
Restricts recruiting former colleagues. Usually the least contested of the three, since it protects a specific interest without limiting your own work.
Why the difference matters practically
If you're weighing a job offer, a non-solicit rarely changes your decision — you can still take the work, you simply can't pursue the same client list.
A non-compete can determine whether you're able to work in your field at all for the restricted period. They're frequently discussed as interchangeable, and they aren't.
The overlap that catches people out
A non-solicit drafted broadly can function as a non-compete. If it bars contact with "any client or prospective client" of the employer, and the employer defines prospective clients expansively, the practical effect can be close to an industry-wide restriction.
Reading how each defines its terms matters more than which heading it sits under.
The part most guides skip: non-solicits often ban accepting, not just approachingA non-solicit that says you may not "solicit" former clients restricts you from reaching out. A non-solicit that says you may not "solicit or accept business from" former clients also stops you working with someone who approaches you unprompted. Those four extra words change the clause substantially — and they're common. If a former client finds you on their own and you're bound by the second version, taking the work is still a breach.
Questions to ask before you sign
- Is this a non-compete, a non-solicit, or both?
- Does the non-solicit cover only soliciting, or also accepting business?
- How are 'client' and 'prospective client' defined?
- How long does each restriction last?
- Does either survive if the employer terminates me?
- Is there a geographic limit, and how does it apply to remote work?
Sources
- Federal Trade Commission — rulemaking and guidance on non-compete clauses
- U.S. Department of Labor — worker rights resources
This is general information, not legal advice. Docly helps you find and understand what a document actually says. It does not tell you whether a clause is enforceable where you live, and it is not a substitute for a lawyer. For a decision with real money attached, get advice from an attorney licensed in your state.
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