Non-solicitation clause (no-poach)
A clause that forbids the buyer from hiring the vendor’s people directly, during the contract and for some time after, usually backed by a fee.
It is standard in staff augmentation: after months together the client wants to hire the developer directly and the vendor loses its margin. Clauses usually cover a period after the contract ends, apply to both sides, and set a fee or liquidated damages instead of proving actual loss; some allow a buyout fee for an agreed hire. It differs from a non-compete, which limits what a person may do, and broad no-poach agreements between competitors can raise competition law issues.
Related terms
- Staff augmentation (team extension, body leasing): Renting developers from a vendor to work inside your team under your direction, instead of buying a project with an agreed result.
- Liquidated damages (contractual penalty): A sum agreed in advance that one side pays for a specific breach, such as a missed deadline, without having to prove the actual loss.
- Key person clause: A contract term naming specific people on the vendor’s team who cannot be replaced without the buyer’s consent or notice and a handover.
- B2B contract (Poland): How many Polish developers work: as their own registered business, invoicing the client monthly instead of being employed.
