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A non-solicitation clause between businesses is generally valid under Dutch law, within limits set by reasonableness, competition law and special rules for seconded staff and commercial agents. Companies working with a Dutch client, supplier or partner should keep it narrow, give it an end date and have it reviewed before signing.
What is a non-solicitation clause between businesses?
A non-solicitation clause between businesses is a contract term in which one company promises not to approach or hire the other’s staff, or approach its clients, for a set period. A no-hire or no-poach clause covers staff.
You find these clauses in IT and secondment contracts, outsourcing, distribution, joint ventures and acquisitions. Under Dutch law they are ordinary contract terms: the parties are bound by what they agreed, plus what reasonableness and fairness add or exclude (Article 6:248 Dutch Civil Code).
This article is about clauses between companies. A clause between an employer and its own employee (relatiebeding) follows the strict rules of Article 7:653 DCC: see non-compete and non-solicitation clauses for employees.
Is a non-solicitation clause enforceable under Dutch law?
In most cases, yes. Between businesses the employee rules of Article 7:653 DCC do not apply, but reasonableness, competition law and two statutory rules set limits: one for seconded staff and one for commercial agents.
Article 7:653 DCC requires, among other things, a written clause and a contract for an indefinite period, but only for “a clause between the employer and the employee” (Article 7:653(1) DCC). A clause between two companies is not subject to those conditions.
That does not make every clause enforceable. A Dutch court reads the clause for what the parties could reasonably expect of each other (Haviltex, HR 13 March 1981, ECLI:NL:HR:1981:AG4158). A party cannot rely on a clause to the extent that this would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). A clause with no end date or covering every employee is therefore more vulnerable than a targeted one.
Two statutory rules set firm limits. If you place staff with a client to work under the client’s supervision and direction (secondment), you may not stop the client from employing them after the placement ends. Any clause to that effect is void, except a clause giving you a reasonable fee for your services in connection with the placement, recruitment or training of that person (Article 9a Dutch Placement of Personnel by Intermediaries Act (Waadi), read with Article 1). Project work that stays under your own direction is not a secondment in this sense.
For commercial agents, a clause restricting the agent after the agency contract ends is valid only in writing, limited to the goods or services and the territory (or the clients and territory) entrusted to the agent, and for at most two years (Article 7:443 DCC).
What goes wrong most often are clauses copied from an employment contract or a US template. They are too broad, have no end date and say nothing about what happens if someone applies on their own initiative.
When does a no-poach clause breach competition law?
A no-poach clause can breach competition law when competing employers agree not to hire each other’s staff without that restriction being necessary for a legitimate deal. Such an agreement can restrict competition by its object (Article 101 TFEU).
The Court of Justice held in April 2026 that an agreement between football clubs not to recruit players who had terminated their contracts citing the COVID-19 pandemic is a restriction of competition by object, unless a specific examination of its content, aims and context shows otherwise (CJEU 30 April 2026, C-133/24, CD Tondela). No-poach agreements can be treated like agreements to share sources of supply (para. 54).
In June 2025 the European Commission fined Delivery Hero and Glovo for a cartel that included not poaching each other’s employees. It started with reciprocal no-hire clauses in shareholders’ agreements concluded with a non-controlling minority stake, limited to management staff but without an end date and EEA-wide; they did not qualify as ancillary restraints (Commission decision of 2 June 2025, case AT.40795).
Dutch competition law has the same prohibition for the Dutch market, and a prohibited agreement is void by law (Article 6(1) and (2) Dutch Competition Act). A clause that is directly related and necessary to an acquisition of control (a concentration) falls outside that prohibition (Article 10 Dutch Competition Act).
Many companies forget this side. I always check first whether the parties compete for the same people.
Is a Dutch client hiring your staff, or are you asked to sign a no-hire clause? A Dutch contract lawyer at MAAK Advocaten can review the clause before it causes problems.
How long and how wide may a non-solicitation clause be?
How long and how wide a non-solicitation clause may be depends on the deal it protects. Most B2B relationships have no statutory maximum; for commercial agents it is two years, and in acquisitions the Commission’s guidance sets the benchmark.
In an acquisition, a non-solicitation clause imposed on the seller is assessed in the same way as a non-compete clause (Commission Notice 2005/C 56/03), point 26). Such clauses are justified only if their duration, geographic scope, subject matter and the persons bound do not go beyond what is reasonably necessary (point 19). For non-compete clauses, up to three years is accepted where both customer goodwill and know-how are transferred (point 20).
| Situation | Who is protected | What usually holds |
|---|---|---|
| Secondment (staff under the client’s direction) | Supplier’s seconded staff | No bar on hiring after the placement; only a reasonable fee for placement, recruitment or training (Article 9a Waadi) |
| IT or outsourcing project under your own direction | Your project staff | Named roles or project staff, contract term plus a short period, agreed fee per person |
| Commercial agency | Principal’s clients after the contract ends | In writing, limited to the goods and the territory (or clients and territory) entrusted, at most two years (Article 7:443 DCC) |
| Distribution | Clients and sales staff | Linked to the contract territory and term; see non-compete clause in a Dutch distribution agreement |
| Joint venture (concentration) | The venture, against its parents | Limited to the venture’s activities, for its lifetime; not for non-controlling parents (Commission Notice, points 36, 38, 40 and 41) |
| Sale of a business | Buyer’s newly acquired staff and clients | Limited to the business sold and to what is necessary to secure its value (points 19, 20 and 26) |
| Agreement between competitors outside a deal | Nobody legitimately | High risk of a cartel infringement |
What should a B2B non-solicitation clause contain?
A B2B non-solicitation clause should say who and what is protected, for how long, what counts as solicitation, which exceptions apply and what the breaching party pays. Clear wording makes the clause easier to enforce and harder to set aside.
A practical checklist:
- The protected staff or clients: named roles, project staff or clients served under the contract.
- The period: the contract term plus a fixed period afterwards.
- What counts as solicitation, and an exception for general job advertisements.
- Whether the clause is mutual.
- An agreed fee per person or per client; for seconded staff, a reasonable fee for placement, recruitment or training.
- Governing law and the competent court.
A fixed amount payable on breach is a boetebeding (penalty clause) under Dutch law (Article 6:91 DCC). Under Dutch law it is valid even if it only serves to encourage performance. It replaces statutory damages (Article 6:92(2) DCC). A court can reduce it only where fairness clearly requires this, and not below the statutory damages (Article 6:94(1) DCC).
Keep it narrow and tie it to the deal. I limit it to the people who actually worked on the project or the clients you actually share, for the term of the contract plus a short period afterwards. I make it mutual where that is fair, and I exclude general job advertisements that people respond to on their own initiative.
Then I add an agreed fee per person instead of a vague damages claim, because proving loss after someone switches employer is hard. For seconded staff that fee must reflect what you invested in placing, recruiting or training the person. In my view a narrow clause is far more likely to hold up and to stay clear of competition law; a broad one gives false comfort.
Where the clause sits in a wider agreement, see also confidentiality agreements under Dutch law and the IT contract under Dutch law.
What can you do when the other party hires your staff or approaches your clients?
If the other party breaches the clause, establish the facts, claim the agreed fee in writing and, if needed, go to court. Where clients are being taken over right now, you can ask for an order to stop in summary proceedings (kort geding).
The court in summary proceedings can grant urgent interim relief (Article 254 Dutch Code of Civil Procedure). For the same breach you can claim the agreed penalty or performance, but not both (Article 6:92(1) DCC).
I understand why it hurts when a client wants to take over your specialists: you trained these people and they are your margin. Still, my first advice is to look at it commercially. A client that wants your specialists is a client that values your work. I go through three steps:
- What does the contract say: is there a no-hire clause or a transfer fee, and is it a secondment, where only a reasonable fee is allowed?
- If there is a fee, use it as the basis for a conversation, not a threat: a transfer fee or a longer service contract is often worth more than a dispute.
- Only if the client refuses to talk do we enforce what the contract allows.
When I do enforce, I first establish who moved, when, and who took the initiative. Then I write to the other party, refer to the clause and ask for the agreed fee or a proposal. Most cases end there, because the clause gives you a clear number.
Practical example: a software supplier and its Dutch client
In this example the developers work under the client’s direction, so the secondment rules apply and, after the placement ends, only a reasonable fee can be agreed (Article 9a Dutch Placement of Personnel by Intermediaries Act (Waadi)).
Suppose: a Polish software company seconds five developers to a Dutch retailer, where they work in the retailer’s own teams. The contract does not bar the retailer from hiring them, but provides for a transfer fee per developer based on the recruitment and training costs the supplier incurred.
Near the end of the project the retailer offers two developers a permanent job. The supplier invoices the transfer fee and proposes a longer support contract for the remaining team. The retailer accepts; no court is needed.
This is a hypothetical example for illustration, not a description of a MAAK Advocaten case.
When should you involve a Dutch contract lawyer?
Involve a Dutch contract lawyer when you draft or sign a contract with a non-solicitation clause, when the parties compete for the same staff, or when the other side breaches or claims a fee. The wording decides what you can enforce.
| Your situation | What is at stake | Why a Dutch lawyer helps |
|---|---|---|
| The other party is a competitor | Possible cartel (Article 101 TFEU, Article 6 Dutch Competition Act) | Testing whether the restriction is necessary for the deal |
| Seconding staff or appointing an agent | Statutory limits (Article 9a Waadi, Article 7:443 DCC) | A clause that is valid at all |
| Staff or clients have been taken | Penalty claim or kort geding | Evidence, letter and timing |
As a rule, outside cases before the subdistrict court (kantonrechter), you can only litigate before a Dutch civil court through an advocaat (Article 79 Dutch Code of Civil Procedure).
How does MAAK Advocaten work on non-solicitation clauses?
MAAK Advocaten N.V., a law firm in Amsterdam, drafts and reviews non-solicitation clauses in B2B contracts under Dutch law and enforces them: in negotiations and in proceedings at first instance and on appeal, including kort geding (Article 254 Dutch Code of Civil Procedure).
Ideally you involve me when the contract is being drafted, because that is where a few lines decide what you can do later. If the problem is already there, in the first days I read the clause, map who moved and when, and send a clear letter.
In an acquisition you pay for the team and the clients, so as a buyer you want the seller to stay away from both for a while. I keep that clause within what the European Commission accepts: limited to the business you buy, the people and clients that come with it, and a period that matches what you need to secure that goodwill. For deal structure, see mergers and acquisitions under Dutch law.
Costs depend on whether you need a clause drafted, a contract reviewed or a breach enforced, and on the number of people and clients involved.
Frequently asked questions about non-solicitation clauses under Dutch law
Is a non-solicitation clause between two companies valid in the Netherlands?
Generally yes. A non-solicitation clause between two companies is an ordinary contract term in the Netherlands. Reasonableness and competition law set limits, and for seconded staff only a reasonable fee is allowed once the placement ends (Article 9a Waadi).
What is the difference between a non-solicitation clause and a non-compete clause?
A non-solicitation clause stops a party from approaching or hiring the other party’s staff or clients. A non-compete clause stops it from running a competing business at all. Under Dutch law both are judged on scope, duration and competition law.
Can a no-poach agreement between competitors be illegal?
Yes. An agreement between competing employers not to hire each other’s staff can restrict competition by object under Article 101 TFEU. The European Commission fined Delivery Hero and Glovo in 2025 for a cartel that included such no-poach arrangements.
Can a Dutch court reduce the fee in a non-solicitation clause?
A Dutch court can reduce an agreed fee for breach of a non-solicitation clause only where fairness clearly requires it, and never below the statutory damages (Article 6:94(1) Dutch Civil Code). Without a fee you must prove your actual loss.
How long can a non-solicitation clause last after a sale of a business?
After a sale of a business, a non-solicitation clause on the seller is assessed like a non-compete. The European Commission accepts up to three years for non-compete clauses where both goodwill and know-how are transferred, and less where that is not necessary.
Primary sources
- Dutch Placement of Personnel by Intermediaries Act (Waadi): Article 1, Article 9a
- Dutch Civil Code: Article 6:91, Article 6:92, Article 6:94, Article 6:248, Article 7:443, Article 7:653
- Dutch Competition Act (Mededingingswet): Article 6, Article 10
- Dutch Code of Civil Procedure: Article 79, Article 254
- HR 13 March 1981, ECLI:NL:HR:1981:AG4158 (Haviltex)
- Article 101 Treaty on the Functioning of the European Union
- CJEU 30 April 2026, C-133/24, CD Tondela and Others
- European Commission decision of 2 June 2025, case AT.40795 – Food Delivery Services (summary)
- Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03)), points 19, 20, 26, 36, 38, 40 and 41
Published on 29 October 2026 · Last updated on 29 October 2026
Working with a Dutch client or partner and worried about losing your people or clients? Put your situation to me through my page as contract lawyer in the Netherlands. — Remko Roosjen
