A freelancer brings a subcontractor onto a project, introduces them to the client for a handoff call, and three months later discovers the client hired the subcontractor directly, cutting the freelancer out entirely and keeping all the ongoing work. Nothing illegal happened, since there was no clause preventing it, and this exact scenario, a client or a subcontractor going around you once a relationship has been made, is common enough that it needs its own protection, not a generic non-compete clause that likely will not hold up anyway.
Here is what a non-solicitation clause actually does, why it works in India when a non-compete usually does not, and how to draft one that protects you from both directions, a client poaching your subcontractor and a subcontractor cutting you out.
Non-solicitation is enforceable in India. Non-compete usually is not
Under Section 27 of the Indian Contract Act, 1872, a post-relationship non-compete clause, one that broadly prevents someone from working in a field or industry after a contract ends, is void and unenforceable on its own text, unlike some other countries where courts weigh a broad non-compete's reasonableness. Indian courts have carved out narrow exceptions for things like protecting genuine trade secrets or a sale-of-goodwill arrangement, but a generic non-compete clause in a freelance contract does not fall into those exceptions and is largely symbolic, it may discourage someone unfamiliar with the law, but it will not hold up if genuinely tested.
A non-solicitation clause is treated differently and is generally enforceable, provided it is narrowly drafted around specific, identifiable clients or personnel rather than a broad restriction on working in the sector at all. A clause preventing a client from directly hiring the specific subcontractor you introduced them to, for a defined period, is a legitimate non-solicitation restriction. A clause preventing that subcontractor from ever working in your industry again is a disguised non-compete and will not survive scrutiny.
Protecting yourself from a client poaching your subcontractor
When you bring a subcontractor onto a client project, add a clause to your client contract stating the client will not directly engage, hire, or contract that specific subcontractor for a defined period, commonly drafted as 12 to 24 months as a practical middle ground, not a fixed legal standard, after the project ends or after the subcontractor's involvement is introduced, without your involvement or a referral fee arrangement. Name the restriction narrowly, tied to the specific individual or individuals actually introduced on this project, not a blanket restriction on hiring anyone in your network.
This clause protects the real value you provide as the freelancer coordinating the relationship: sourcing, vetting, and managing a subcontractor is work, and a client capturing that value for free by going directly to your subcontractor the moment they are introduced undermines the entire reason to bring you in for team-based projects at all.
Protecting yourself from a subcontractor going direct to your client
The reverse scenario needs its own clause in your subcontractor agreement: the subcontractor agrees not to directly solicit or accept work from the specific client you introduced them to, for a defined period after the engagement ends, without routing it back through you or agreeing on a referral arrangement. Without this stated explicitly, a skilled subcontractor who impresses your client has every incentive to quietly cut out the middle party once they have the client's direct contact information.
State a specific, reasonable time period rather than an indefinite restriction, 12 to 24 months is a common practical choice, though no statute fixes this number, since an unreasonably long or broad non-solicitation clause risks being read as a disguised non-compete and losing its enforceability entirely. See the guide on hiring a subcontractor as a freelancer in India for the other baseline clauses a subcontractor agreement needs alongside this one.
Drafting it narrowly enough to actually hold up
Name the specific individuals or a clearly defined, limited group the clause protects, rather than an open-ended reference to "any personnel" or "any contact made during the engagement," since overly broad language is exactly what risks the clause being struck down as an unreasonable restraint of trade. State the exact duration and, ideally, a reasonable alternative (a referral fee or a required cooling-off period before direct engagement is allowed) rather than an absolute, permanent prohibition.
A clause that reads as protecting a specific, real business interest, the value of the introduction and relationship you facilitated, tends to hold up far better than one that reads as simply trying to lock people out of working with each other indefinitely.
Adding this to your existing contracts
See the guide on the freelance contract guide for India for the baseline clauses every freelance contract needs, and layer a non-solicitation clause on top specifically for any project involving a subcontractor or team-based delivery, since a solo project with no other parties involved has no need for this protection at all.
Rinto lets you send contracts for e-signature directly, so a non-solicitation clause you have actually negotiated and both parties agreed to is a signed, retrievable document from day one, not a term that existed only in a verbal understanding neither side can produce cleanly if a dispute over poaching ever actually comes up.
Frequently Asked Questions
What is a non-solicitation clause and how is it different from a non-compete clause?
A non-solicitation clause prevents a specific party, a client or a subcontractor, from directly approaching and engaging a specific identified person or client relationship outside the agreed channel, for a defined period. A non-compete clause more broadly restricts someone from working in an entire industry or field. Under Section 27 of the Indian Contract Act, 1872, post-relationship non-compete clauses are generally void and unenforceable, while narrowly drafted non-solicitation clauses restricted to identified clients or personnel are generally enforceable.
Is a non-solicitation clause actually enforceable in India?
Yes, provided it is narrowly drafted around specific, identifiable clients or personnel rather than a broad restriction on working in a sector at all. A clause preventing a client from directly hiring the specific subcontractor introduced to them on a project is a legitimate, generally enforceable non-solicitation restriction. A clause written broadly enough to prevent someone from working in an industry entirely risks being treated as a disguised non-compete, which is void under Section 27 of the Indian Contract Act regardless of how it is labeled.
How do I stop a client from poaching my subcontractor?
Add a clause to your client contract stating the client will not directly engage or hire the specific subcontractor you introduced them to, for a defined period, 12 to 24 months is a common practical choice though not a fixed legal standard, without your involvement or an agreed referral arrangement. Name the restriction narrowly around the specific individual actually introduced on this project rather than your entire network, since a narrow, specific clause protecting a real business interest holds up far better than a broad one that could be read as an unreasonable restraint.
Can I stop my subcontractor from going directly to my client?
Yes, by including a non-solicitation clause in your subcontractor agreement stating they will not directly solicit or accept work from the specific client you introduced them to, for a defined period after the engagement ends, without routing it back through you or agreeing on a referral arrangement. Without this stated explicitly in writing, a subcontractor who impresses your client has a real incentive to quietly cut you out once they have the client's direct contact information.
How long should a non-solicitation clause last?
A reasonable, defined duration rather than an indefinite or permanent restriction. There is no statutory fixed period, but 12 to 24 months is a common practical choice that drafters use as a reasonable middle ground. An unreasonably long or overly broad non-solicitation clause risks being read as a disguised non-compete under Indian law and losing its enforceability entirely. Pairing the time limit with a reasonable alternative, such as a referral fee arrangement or a required cooling-off period before direct engagement is allowed, tends to hold up better than an absolute prohibition with no such path forward at all.