A non-solicit is reasonable and a non-compete against you is not. Agree not to poach the agency's staff. Refuse any clause restricting which agencies, categories, or marketplaces you may work in afterwards. Category exclusivity, where the agency promises not to take a direct competitor, is worth asking for but rarely worth paying much for.
The short version
- Non-solicit: accept it. Ours runs 36 months and only stops clients hiring our staff.
- Non-compete on you: refuse it. Your commercial freedom is not the agency's to limit.
- Category exclusivity: ask, but price it honestly. It costs the agency real revenue.
- Reciprocity is the test. Any restriction should bind both sides or neither.
- Check what survives termination. Restrictions that outlive the contract are where the damage sits.
The three clauses people confuse
These get used interchangeably in sales conversations and they are completely different things.
| Clause | Who is restricted | Reasonable? |
|---|---|---|
| Non-solicit | You, from hiring their staff | Yes. Standard and fair |
| Non-compete | You, from working with others or in a category | No. Push back hard |
| Category exclusivity | The agency, from taking your competitors | Yes, if scoped and priced honestly |
Non-solicit
The agency trains operators. If a client can hire them directly after six months, the agency has effectively run a recruitment service at its own expense.
Ours runs 36 months and prevents clients from soliciting or hiring Flapen employees or contractors, directly or indirectly, after the relationship ends. That is a normal term and I would sign it as a client. Three years is at the longer end, so if the duration bothers you, negotiate it down rather than trying to remove it.
The version to watch for is one that binds you but not them. If nothing stops the agency from hiring your staff, ask why the obligation runs one way.
Non-compete
This is the one to refuse. It appears in a few shapes: you may not engage another Amazon service provider during the term, you may not sell in a category the agency also operates in, or you may not launch a competing product for some period after.
None of that is the agency's business. You are buying a service, not entering a partnership with control rights. Our own agreement contains no client non-compete for exactly this reason. The relationship should hold because the work is good.
Two narrow exceptions I would accept. First, a confidentiality obligation, which is normal and mutual. Second, an agreement not to run a second agency inside the same Seller Central account simultaneously, which is a practical operating point rather than a restriction on your freedom.
Category exclusivity
Here the direction flips. You are asking the agency to refuse work from your direct competitors.
Ask for it. It is a fair request, particularly in a narrow category where the agency would otherwise hold both sides of a competitive picture. But be realistic about two things.
First, it costs the agency real revenue, so expect it to be priced or scoped tightly. Second, define "competitor" precisely. Same subcategory is workable. "Anything adjacent" is unenforceable and will produce an argument later.
There is also a benefit to an agency having category depth. We have built sourcing and quality control frameworks across 500 plus brands through our Guangzhou studio, and that pattern library only exists because the team has seen many brands in the same categories. Total exclusivity buys you protection and costs you experience. Decide which you need more.
What clauses should I strike before signing
Five, in priority order:
- Any non-compete binding your commercial activity. Strike it entirely.
- One-sided confidentiality. Make it mutual.
- Restrictions surviving termination beyond a non-solicit. Nothing else should outlive the contract.
- Vague "competitor" definitions in an exclusivity clause. Define by subcategory.
- IP terms that keep your creative. Deliverables become yours on full payment.
What most agencies will not tell you
Non-compete clauses in agency agreements are usually there because a template was copied from an employment contract, not because anyone thought about the relationship. Ask why the clause exists. A surprising number of times the honest answer is that nobody knows, and it comes out without a fight.
The one worth real attention is what survives termination. A 36-month non-solicit is fine. A clause that prevents you from hiring a competing agency for twelve months after you leave is a lock-in mechanism disguised as a legal formality, and it does the same job as a minimum term without appearing in the pricing conversation.
Read the survival clause, not just the restriction. That is where the teeth are.
Related answers
- Contract terms to negotiate with Amazon agencies
- Amazon account management contract pitfalls
- Data ownership in Amazon service agreements
- Termination clauses in Amazon management contracts
- Hiring an Amazon agency: the complete guide
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