Best examples of non-compete clause examples in contractor agreements

Practical examples of non-compete clause examples in contractor agreements

Let’s start where most people actually need help: concrete language. Below are practical examples of non-compete clause examples in contractor agreements you might adapt with your attorney. Each one is tuned for a different type of contractor and business risk.

Example of a short-term, project-based non-compete (marketing contractor)

This first example of a non-compete clause is aimed at a freelance marketing strategist hired for a three‑month campaign:

Non-Competition. During the term of this Agreement and for a period of six (6) months following its termination, Contractor shall not provide marketing strategy or paid advertising management services that are substantially similar to the Services for any business whose primary business is the online retail sale of fitness apparel and accessories and that competes directly with Company within the United States, provided that this restriction shall apply only to businesses with which Contractor had direct contact or about which Contractor received non-public information in the course of performing the Services.

Why this works better than the usual boilerplate:

• The time limit is short and tied to the project.
• The industry is clearly defined (online fitness apparel retail).
• The geography is realistic (United States, not “the world").
• It’s limited to companies the contractor actually touched or learned about.

This is one of the best examples of non-compete clause examples in contractor agreements for fast-moving digital work where relationships and ad data are the real value.

Example of a narrow non-compete for a software developer contractor

Software contractors are often asked to sign sweeping restrictions. Here’s a more realistic example:

Non-Competition. Contractor agrees that, during the term of this Agreement and for twelve (12) months thereafter, Contractor will not, without Company’s prior written consent, develop or provide software development services for any third party in connection with a product or service that (a) provides cloud-based payroll processing to small businesses in the United States, and (b) uses functionality that is substantially similar to proprietary features on which Contractor worked under this Agreement. Nothing in this Section shall restrict Contractor from providing software development services to other clients in unrelated industries or for payroll products serving only non-U.S. markets.

Here, the example of a non-compete clause is:

• Tied to very specific products and features.
• Limited to a defined market (U.S. small-business payroll).
• Explicitly allows the contractor to keep working in the broader tech field.

Example of a non-compete alternative: non-solicitation focus

In many U.S. states, non-compete clauses for contractors are scrutinized heavily or outright banned for certain categories of workers. A safer move in 2024–2025 is often to focus on non-solicitation.

Customer Non-Solicitation. For a period of twelve (12) months following termination of this Agreement, Contractor shall not, directly or indirectly, solicit business from, or provide competing services to, any customer or prospective customer of Company with whom Contractor had direct contact or about whom Contractor received non-public information while performing the Services, where such services would be in competition with the services offered by Company at the time of termination.

Many of the best examples of non-compete clause examples in contractor agreements actually look like this: they avoid broad “you can’t work for a competitor” language and instead protect the company’s customer relationships and pipeline.

For an overview of how U.S. agencies are currently viewing non-competes, the Federal Trade Commission’s materials on non-compete clauses are a useful reference point: https://www.ftc.gov/legal-library/browse/rules/non-compete-clause-rule

Example of a non-compete clause for healthcare contractors (with compliance concerns)

Healthcare is heavily regulated, and competition restrictions can run into public policy issues. Here is a more cautious example of a non-compete clause for a nurse practitioner contractor working for a private clinic:

Limited Non-Competition. Contractor agrees that, during the term of this Agreement and for six (6) months thereafter, Contractor will not open or operate an independent primary care clinic within a five (5) mile radius of Company’s primary office location, to the extent permitted by applicable law. This Section shall not restrict Contractor from accepting employment or independent contractor engagements with hospitals, urgent care centers, or other healthcare providers, nor shall it restrict Contractor’s ability to practice Contractor’s profession in any capacity where such restriction would violate applicable state law or public policy.

This example acknowledges that:

• Some states limit healthcare non-competes to protect patient access.
• The restriction is narrow in both time and geography.
• It carves out employment with other providers.

For background on state-level restrictions, the National Conference of State Legislatures maintains updates on non-compete laws: https://www.ncsl.org/labor-and-employment/noncompete-reform-legislation

Example of a non-compete clause for a B2B sales contractor

Sales contractors are often the flashpoint for disputes because they control relationships and pricing information. Here’s an example of a non-compete clause that focuses on a contractor’s specific territory and accounts:

Territorial Non-Competition. During the term of this Agreement and for nine (9) months thereafter, Contractor shall not, on Contractor’s own behalf or on behalf of any competing provider of cloud-based CRM software, sell or attempt to sell competing products or services to any customer located within the states of California, Nevada, or Arizona that (a) purchased products or services from Company in the twelve (12) months preceding termination, or (b) was included in a written prospect list provided to Contractor by Company.

This is one of the best examples of non-compete clause examples in contractor agreements for sales because it:

• Limits the scope to specific states.
• Protects existing and clearly identified prospective customers.
• Avoids banning the contractor from all sales work everywhere.

Example of a non-compete clause for creative freelancers (design, content)

Courts are often skeptical when a graphic designer or writer is told they cannot work in an entire industry. Here’s a narrower approach:

Non-Competition – Exclusive Campaign. Contractor acknowledges that Company is retaining Contractor to create original branding and campaign concepts for Company’s 2025 global product launch. During the term of this Agreement and for six (6) months after public launch of the campaign, Contractor will not create substantially similar branding or campaign concepts for any direct competitor of Company in the consumer electronics smartphone market, where such work would reasonably be expected to confuse consumers as to source or sponsorship.

This example of a non-compete clause:

• Ties the restriction to a specific campaign and launch window.
• Focuses on “substantially similar” work that could confuse consumers.
• Avoids blocking the freelancer from all work in consumer electronics.

Example of a non-compete clause with a clear carve-out for pre-existing clients

One recurring problem: contractors already have their own book of business. This example of a non-compete clause addresses that directly:

Non-Competition with Pre-Existing Client Carve-Out. Contractor agrees that, during the term of this Agreement and for twelve (12) months thereafter, Contractor will not provide services that are substantially similar to the Services for any business that competes directly with Company’s [describe core business] and that Contractor first learned of through Company. This restriction shall not apply to any client with whom Contractor had an active engagement in the twelve (12) months preceding the Effective Date of this Agreement, as listed on Exhibit A.

This is one of the best examples of non-compete clause examples in contractor agreements when you’re working with seasoned consultants who refuse to give up their existing clients.

Example of a non-compete clause tailored for tech startups (IP-heavy work)

Startups often care less about geography and more about intellectual property and specific product lines:

Product-Specific Non-Competition. During the term of this Agreement and for twelve (12) months thereafter, Contractor shall not design, develop, or assist in the design or development of any machine-learning fraud detection model for online payment processors that (a) uses training data, model architectures, or feature engineering methods that are substantially similar to those developed for Company, and (b) is intended to compete directly with Company’s core fraud detection product as it exists on the date of termination. Nothing in this Section shall prohibit Contractor from working on machine-learning models for other applications, including but not limited to medical diagnostics, logistics optimization, or cybersecurity.

Here, the restriction is:

• Centered on the specific product and IP at issue.
• Narrow enough that the contractor can keep working in machine learning generally.

How recent legal trends shape the best examples of non-compete clause examples in contractor agreements

If you’re drafting or reviewing non-compete language in 2024–2025, you cannot ignore the shifting legal landscape.

Federal and state pressure on non-competes

In the U.S., non-compete clauses have come under intense scrutiny:

• The Federal Trade Commission has pursued a rule targeting many non-compete agreements, signaling that broad restrictions on workers’ mobility may be considered an unfair method of competition.
• Several states (including California, Oklahoma, and North Dakota) broadly prohibit most employment non-competes, and enforcement against independent contractors can also be limited.
• Other states have salary thresholds or special rules for low-wage workers, meaning that aggressive non-competes for lower-paid contractors are increasingly risky.

The upshot: the best examples of non-compete clause examples in contractor agreements are more modest and precise than they were a decade ago. They often emphasize:

• Protecting trade secrets and confidential information.
• Limiting restrictions to specific customers, territories, or product lines.
• Shorter time periods, usually 6–12 months.

For a policy perspective on worker mobility and restrictive covenants, the U.S. Department of Labor offers broader labor market analysis that helps frame the issue: https://www.dol.gov/general/topic/wages

Independent contractor vs. employee: why it matters

Courts and regulators look at substance over labels. If your “contractor” is treated like an employee, a non-compete clause may be analyzed under employment standards—and misclassification can create tax and labor law problems.

The IRS provides guidance on how worker status is evaluated: https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-self-employed-or-employee

Practically, this means:

• Overly restrictive non-competes can be one more factor suggesting the worker is not truly independent.
• The more control you exert (exclusive work, fixed schedule, permanent relationship), the more your non-compete may be scrutinized.

Good drafting for contractor agreements usually focuses on protecting specific business interests rather than trying to “own” the contractor’s entire career for a period of time.

Drafting tips illustrated by these examples of non-compete clause examples in contractor agreements

Looking across the real examples above, a few patterns emerge that you can use when tailoring your own language.

Be explicit about what counts as “competition”

Vague phrases like “any competing business” are litigation magnets. In the stronger examples of non-compete clause examples in contractor agreements, you’ll notice:

• The business is defined (e.g., “online retail sale of fitness apparel,” “cloud-based payroll processing for small businesses”).
• The type of services is spelled out (e.g., “marketing strategy or paid advertising management services,” “software development services”).

When you define the competitive space clearly, it’s easier for a court—and the contractor—to understand what is and is not off-limits.

Keep time and geography reasonable

Most of the best examples of non-compete clause examples in contractor agreements sit in the 6–12 month range. Longer periods might be justified for very sensitive roles, but they’re harder to defend.

Geography should connect to reality:

• Local clinics or brick-and-mortar businesses: a radius in miles or specific cities.
• Online-only businesses: territories where you actually operate or market (e.g., “United States and Canada”).

Overreaching (“worldwide” bans for a small regional company) is a common reason courts trim or refuse to enforce non-competes.

Combine non-compete with confidentiality and non-solicitation

Even in states that are skeptical about non-competes, courts are more receptive to:

• Confidentiality clauses protecting trade secrets and proprietary data.
• Non-solicitation clauses protecting customers, employees, and vendors.

Many of the best real examples of non-compete clause examples in contractor agreements are actually three-part packages:

• A narrow non-compete (or none at all where it’s risky).
• A detailed confidentiality clause.
• A focused non-solicitation clause.

Tailor the clause to the contractor’s role

The examples above illustrate how the same business can use different restrictions for different contractors:

• A marketing freelancer might be restricted from working with direct competitors on similar campaigns for a short window.
• A backend engineer might be restricted only from building directly competing features for a short period.
• A sales contractor might be restricted from poaching specific accounts in a territory.

If your clause would make sense for anyone from a janitor to a CFO, it’s probably too generic and too broad.

Always check local law and get legal advice

Non-compete enforceability is highly state-specific in the U.S., and international rules vary even more. The examples of non-compete clause examples in contractor agreements in this guide are for educational purposes only and are not legal advice. Before you put any clause into a real contract, run it by a qualified attorney who knows the laws in your jurisdiction and your contractor’s jurisdiction.

FAQ: examples of non-compete clause examples in contractor agreements

Q: Can you give a simple example of a non-compete clause for a freelance consultant?
A: Here is a basic example of a non-compete clause you might see for a business strategy consultant: “During the term of this Agreement and for six (6) months thereafter, Contractor shall not provide business strategy consulting services to any company that directly competes with Company in the [describe industry] within [describe territory], where Contractor had direct access to Company’s confidential information.” This is just a starting point; it should be narrowed and customized with legal advice.

Q: Are non-compete clauses for independent contractors enforceable in the U.S.?
A: Sometimes. Enforceability depends on state law, how narrow the restriction is, and whether the company has a legitimate business interest to protect (such as trade secrets or key customer relationships). Courts are more skeptical of broad restrictions that effectively prevent someone from earning a living in their field.

Q: What are examples of situations where a non-compete is more likely to be enforced?
A: Courts are more likely to consider enforcement where the contractor had access to highly sensitive information (source code, pricing algorithms, product roadmaps), had a key role in developing proprietary technology, or managed high-value client relationships. Even then, the clause still needs to be reasonable in scope, geography, and duration.

Q: What is a better example of protection than a broad non-compete for lower-paid contractors?
A: For many lower-paid or routine roles, companies are shifting toward strong confidentiality clauses and non-solicitation of customers and employees, rather than blanket non-competes. This approach better balances the company’s need to protect its business with the contractor’s ability to keep working.

Q: Do I need separate non-compete agreements for each contractor, or can I use one template?
A: You can start from a template, but the best examples of non-compete clause examples in contractor agreements are customized per role and jurisdiction. A one-size-fits-all clause is more likely to be overbroad for some contractors and under-protective for others.

Used thoughtfully, non-compete language can protect your business without locking contractors out of their careers. The real value in these examples of non-compete clause examples in contractor agreements is not copying them word-for-word, but using them as a reality check: is your restriction narrow, specific, and legally realistic for 2024–2025? If not, it’s time to tighten the drafting—and talk to counsel before anyone signs.