Use this checklist before signing any Master Services Agreement or independent contractor agreement provided by a client. As a freelancer, protecting your right to work for other clients in your industry is worth being firm about.
1
Check for absolute industry bans. Language preventing you from working with "any competitor" locks you out of your own livelihood. Cross out broad industry bans, or agree only to avoid a short, specific list of 2 to 3 named direct competitors.
2
Verify the time limit. A non-compete extending years past the project is unreasonable for a contractor. Negotiate it down, ideally ending when the contract terminates, or at most 3 to 6 months after.
3
Check the geographic scope. A local client shouldn't restrict you globally. Limit the scope to the client's actual operating area, and push back hard on geographic limits for remote work.
4
Review the non-solicit scope. Preventing you from actively poaching their employees or customers is reasonable. Make sure it doesn't also ban a customer approaching you independently, the clause should say "actively solicit or recruit," not block passive inbound business.
5
Watch for IP contamination. Confirm the contract doesn't claim ownership of your pre-existing tools, frameworks, or code just because you used them on the project. Insert a clause excluding your "background IP" from the non-compete and ownership provisions.