Non-Solicitation Agreement
Last updated September 2026
A non-solicitation agreement is a contract clause in which a white label fulfillment partner promises never to contact, market to, or attempt to win a reseller's client directly. It is the legal backbone of the white label model: without it, an agency has no protection against the partner it hired becoming a competitor.
The single biggest fear an agency has about white labeling is simple: what stops the partner from taking the client. A non-solicitation agreement is the contractual answer, and any white label relationship without one is a real exposure, not a formality to skip.
01
What the agreement actually covers
A properly written non-solicitation agreement prohibits the fulfillment partner from contacting the end client directly, marketing services to them outside the reseller relationship, or accepting business from them if the client reaches out independently. As a restrictive covenant enforced on reasonableness grounds, it typically survives the end of the agency-partner relationship for a defined period, not just while the contract is active.
02
Why agencies should insist on it in writing
- 01
Verbal assurances are unenforceable; a signed clause is the only real protection
- 02
It defines what happens if the client discovers the partner and tries to go direct
- 03
It should survive termination of the reseller relationship, not just cover the active term
- 04
It gives the agency language to point to if a dispute ever comes up
03
How Conduit treats this
Conduit has operated agency-exclusive since 2017, meaning fulfillment work is only ever available through an agency partner, never sold direct to end clients. Non-solicitation is not an add-on clause; it is the operating model. Across more than hundreds of agency partnerships, the client relationship stays with the agency, full stop.
Agencies evaluating any white label partner, not only Conduit, should read the non-solicitation language closely: does it cover subcontractors, does it survive termination, and what remedy exists if it is breached. A partner unwilling to put firm terms in writing is telling you something about how they view the relationship.
Agencies should read this clause carefully before signing with any partner, since a vague or missing non-solicitation term is the single biggest red flag that a white label relationship is not what it claims to be, the same kind of gap poor contract management is shown to quietly erode value through.
Takeaway
Conduit has operated agency-exclusive since 2017, meaning fulfillment work is only ever available through an agency partner, never sold direct to end clients.
