Non-solicitation Clauses for Game Development Studios in New Zealand

If you run a game studio, a non-solicitation clause can look harmless until a key developer leaves, a publisher relationship sours, or a contractor starts recruiting your team for a competing project.

The common mistakes are usually the same: signing broad restraint wording without checking if it is enforceable in New Zealand, treating staff, freelancers and client contacts as if one clause covers them all, and relying on a template that does not match how game studios actually work. That matters when your business depends on specialised talent, confidential pipelines, milestone delivery and long development cycles.

A well-drafted non-solicitation clause for game development studio arrangements can help protect your staff relationships, client accounts and contractor networks without overreaching. The key is to make the clause targeted, commercially sensible and consistent with New Zealand restraint of trade principles. Here, we explain what these clauses usually do, what founders and studio managers should check before they sign, and where game businesses often get caught by vague or unrealistic wording.

Overview

A non-solicitation clause limits one party from actively approaching certain people or business contacts for a defined period after a contract ends. For New Zealand game development studios, the clause usually sits in employment agreements, contractor agreements, founder documents, service agreements, or publisher and outsourcing contracts where relationship ownership matters.

The clause is most useful when it is narrow, specific and tied to a real business interest. If it is drafted too broadly, a court may view it as an unreasonable restraint of trade and refuse to enforce it.

• Who is protected, such as employees, contractors, clients, publishers, platform contacts or specific suppliers
• What conduct is restricted, including recruiting, enticing away, approaching for work, or encouraging termination of an existing contract
• How long the restriction lasts after the agreement ends
• Whether the geographic scope makes sense, especially for remote and international teams
• Whether the clause matches the person’s role and access to relationships or confidential information
• How the clause interacts with confidentiality, intellectual property and non-compete wording
• Whether the restriction is reasonable under New Zealand law

What Non-solicitation Clause for Game Development Studio Means For New Zealand Businesses

A non-solicitation clause is designed to protect relationships, not to stop ordinary competition altogether. In a game studio context, that distinction matters because staff movement, short project cycles and contractor-heavy teams are common.

For example, a studio may spend years building a senior gameplay team, nurturing a publisher account, or assembling a network of trusted artists, audio specialists and QA contractors. If a founder, lead developer or producer leaves, the immediate concern is often not just that they may compete. The bigger concern is that they may try to take the team, the client contact, or the contractor network with them.

That is where a non-solicitation clause usually comes in. It can restrict a person from contacting or encouraging certain people to leave your business or move their work elsewhere for a set period after the relationship ends.

What conduct does it usually cover?

The wording can vary, but a non-solicitation clause for game development studio contracts often deals with one or more of these situations:

• Approaching employees to leave your studio
• Encouraging contractors to stop taking your work
• Contacting an existing publisher, investor contact or commercial client to shift the account
• Asking a former team member to bring confidential pricing, production schedules or resourcing plans
• Using inside knowledge of your project pipeline to target people at a vulnerable time

Not every clause should cover all of those things. A junior contractor with little relationship ownership should not usually be subject to the same restrictions as a studio director, executive producer or head of business development.

Why game studios often need tailored wording

Game development businesses are not all set up the same way. Some studios build their own IP. Others are work-for-hire businesses with publisher milestones, white-label projects, co-development arrangements or mixed permanent and freelance teams.

That means the real risks can differ a lot. One studio may care most about preserving its engineering team. Another may care most about publisher contacts. Another may need to protect a contractor bench that can be poached quickly in a tight labour market.

A generic clause often misses these commercial realities. It may use broad wording like “no dealing with any contact of the business”, without defining who counts as a contact, what dealing means, or why the restriction is justified. That can make enforcement harder.

How New Zealand law treats these clauses

New Zealand law is generally cautious about post-employment and post-contract restraints. A non-solicitation clause may be enforceable, but only if it protects a legitimate business interest and goes no further than is reasonably necessary.

Legitimate interests can include matters such as:

• Protecting client or publisher relationships developed through the business
• Protecting team stability where a senior person has influence over staff
• Protecting confidential commercial information connected to those relationships
• Protecting goodwill that belongs to the studio rather than the individual

The court will usually look at the actual role, the wording used, and the practical effect of the restriction. A clause that is too broad in duration, scope or covered relationships may be difficult to rely on.

This is why founders should not assume that a clause is safe just because it appears in a template or because the other side signed it. The real question is whether the clause would stand up if tested.

Legal Issues To Check Before You Sign

Before you sign a contract with a non-solicitation clause, the main question is whether the restriction is precise, reasonable and matched to the commercial risk. If the drafting is vague or excessive, the clause can become a false sense of security or a negotiation problem later.

1. Who is actually covered?

The first point to check is the list of protected people or businesses. Some clauses refer only to employees. Others extend to contractors, clients, investors, publishers, platform representatives, outsourcing partners and suppliers.

That list should be carefully defined. In a game studio, “contractors” could include anyone from a one-off composer to a long-term external art team. “Clients” could include a publisher, a corporate gamification customer, or a platform partner. A clause that tries to cover every relationship the business has ever had may be too wide.

Founders should ask:

• Is the list limited to relationships the person actually dealt with?
• Is there a sensible look-back period, such as contacts in the last 6 or 12 months?
• Are categories clearly defined so there is less room for argument later?

2. What counts as solicitation?

Not every interaction should be treated as unlawful solicitation. A clause should make it clear whether it covers active recruiting, targeted approaches, inducement to terminate a contract, or broader conduct.

This matters because people in the games industry often know each other across studios, events and online communities. If the clause says someone cannot “have dealings” with any contractor or employee, that may be too broad and hard to apply in practice.

Useful drafting usually distinguishes between:

• Actively approaching someone for employment or contract work
• Encouraging them to reduce or end their relationship with the studio
• Responding to an unsolicited approach from them
• General advertising that is not targeted at protected people

The more clearly the contract separates those ideas, the more workable it tends to be.

3. Is the restraint period realistic?

The length of the restriction is often where founders and studios get pushback. A period that is too long can weaken the clause, especially if the person did not have deep access to valuable relationships.

What is reasonable depends on the context. A short period may be enough where the business risk is immediate, such as staff poaching after a project ends. A longer period may be easier to justify for a senior executive with long-standing control over client and publisher relationships. The contract should not assume the same period suits every role.

When reviewing the timing, think about:

• How long the relevant commercial relationships typically last
• Whether the person had direct influence over those relationships
• How quickly the confidential information they hold becomes outdated
• Whether a shorter cascading option would give the clause a better chance of being enforceable

4. Does the clause match the person’s role?

A restraint should fit the actual position. Senior founders, producers, studio leads and business development staff are more likely to justify a wider non-solicitation obligation than junior coders or short-term QA contractors.

This is where founders often get caught. They use the same contract across the whole team for convenience. That can create two problems. The clause may be too weak for high-risk roles, and too aggressive for low-risk roles.

A better approach is to align the wording with the person’s access to:

• Recruitment influence
• Client and publisher relationships
• Commercial strategy
• Confidential resourcing and pricing information
• Long-term contractor networks

5. How does it work with confidentiality and IP clauses?

A non-solicitation clause should not be drafted in isolation. In many game studio disputes, the real issue involves a mix of team movement, confidential information and ownership of work product.

For example, if a departing producer uses inside knowledge of your staffing gaps and milestone pressures to recruit your team into a new venture, the confidentiality clause may be just as important as the non-solicitation wording. If a contractor leaves with reusable production assets or code access, intellectual property and return-of-materials clauses also matter.

Before you sign, check that the agreement addresses:

• Confidential information and how it must be protected
• Ownership and assignment of IP created during the engagement
• Return or deletion of studio materials and access credentials
• Notice obligations and exit procedures
• Any non-compete wording, if included, and whether it is really necessary

6. Are there special employment law considerations?

Yes. If the clause is in an employment agreement, it needs extra care. Employment restraints can be scrutinised closely, particularly if there is unequal bargaining power or the employee had little real opportunity to negotiate.

An employer should be able to explain why the restraint is needed for that role. It also helps if the clause is presented transparently before the employee signs, not buried as an afterthought after they have resigned from another job or committed to starting.

For independent contractors, the analysis is different, but reasonableness still matters. A contractor agreement should not assume that broader restraint wording is automatically safe simply because the person is not an employee.

Common Mistakes With Non-solicitation Clause for Game Development Studio

The biggest mistake is treating a non-solicitation clause as a standard boilerplate paragraph. In practice, the clause only helps if it matches how your studio actually hires, contracts and wins work.

Using one template across employees and contractors

Employees and contractors often have different roles, legal contexts and relationship structures. A freelancer who delivers occasional art assets is not in the same position as a long-term studio lead with authority over hiring and publisher management.

If you use the same wording for everyone, the restriction may not fit the real risk. That makes the contract harder to defend and harder to enforce.

Trying to stop all competition

Some businesses use non-solicitation wording as a back-door non-compete. The clause ends up saying the person cannot contact almost anyone in the industry, work with any former client, or engage any former contractor in any capacity.

The problem is that New Zealand law does not generally support restraints that go further than necessary. A clause should protect specific business relationships, not prevent someone from earning a living in the games sector altogether.

Failing to define the protected relationships

If the clause refers vaguely to “clients”, “staff”, or “contacts”, you may have an argument later about who falls within those terms. That uncertainty becomes expensive at exactly the time you need clarity.

Studios usually do better when the clause identifies protected groups in a practical way, such as people or businesses the individual worked with, managed, negotiated with, or had material knowledge about during a recent defined period.

Ignoring remote and international team structures

Many New Zealand game studios work with remote contractors or overseas partners. That can complicate geographic wording and practical enforcement.

A clause limited to a physical location may miss the real structure of the business. On the other hand, a worldwide restriction may be too broad if the studio’s real relationships are narrower. The drafting should reflect the actual market and relationship footprint.

Relying on verbal understandings

Founders sometimes assume loyalty and industry etiquette will fill the gaps. That is risky, especially where people wear multiple hats as shareholder, director, employee and contractor over time.

Before you rely on a verbal promise, put the expectations in written terms. That includes who owns the relationship, what recruitment conduct is off-limits, and what happens when the engagement ends.

Forgetting the practical exit process

A strong clause can be undermined by a weak departure process. If access stays live, contact databases are not locked down, and there is no reminder of post-termination obligations, you may lose valuable time and evidence.

Studios should think about practical steps such as:

• Removing access to Slack, repositories, project management tools and CRM systems promptly
• Collecting or disabling devices and credentials
• Giving a written reminder of confidentiality and non-solicitation obligations on exit
• Documenting who the person managed or dealt with shortly before departure
• Preserving records if there are signs of targeted poaching or misuse of information

FAQs

Are non-solicitation clauses enforceable in New Zealand?

They can be, but only if they protect a legitimate business interest and are reasonable in scope, duration and effect. A clause that is too broad may not be enforceable.

Is a non-solicitation clause the same as a non-compete?

No. A non-solicitation clause usually stops a person from approaching certain staff, contractors or clients. A non-compete tries to stop them from competing more generally. The two serve different purposes and should not be treated as interchangeable.

Should a game studio use the same clause for all team members?

Usually not. The wording should reflect the person’s role, influence and access to key relationships. Senior staff and founders often justify different drafting from junior employees or occasional contractors.

Can a clause stop former workers from taking a job with another studio?

Not usually through non-solicitation wording alone. That type of clause is more about poaching and relationship interference than banning future employment. Broader restrictions are more likely to raise restraint of trade concerns.

What should a studio review alongside the non-solicitation clause?

Look at confidentiality, intellectual property ownership, contractor and employment status, exit procedures and any related restraint wording. Those clauses often work together when a dispute arises.

Key Takeaways

• A non-solicitation clause for game development studio contracts should protect real business relationships, not try to block all competition.
• New Zealand law is more likely to support restraints that are narrow, role-specific and reasonably limited in time and scope.
• Studios should define who is protected, what conduct is restricted, and how the clause fits employees, contractors, founders and commercial partners.
• Confidentiality, intellectual property, and exit process clauses are often just as important as the restraint wording itself.
• Template clauses can create risk if they do not reflect how your studio hires talent, manages publishers and uses contractor networks.
• Before you sign, review whether the clause matches the person’s role and whether it would be commercially practical to rely on later.

If you want help with restraint drafting, contractor and employment agreements, confidentiality protections, intellectual property clauses, or a contract review, you can reach us on 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.