When Should a Video Production Business Use a Non-solicitation Clause in New Zealand?

If you run a video production business, your client relationships usually sit at the centre of the business. The problem is that crews, contractors, editors, account managers and freelance producers often get direct access to your clients, your referral partners and your regular talent pool. That creates a real risk if someone leaves and immediately approaches the same people for work. A common mistake is copying a broad restraint from an overseas template, using a clause that tries to stop all competition, or dropping a non-solicitation term into an agreement without being clear about who it protects and for how long. Another common issue is waiting until a dispute starts, then realising the clause is vague or probably unenforceable.

A well-drafted non-solicitation clause for video production business arrangements can help protect client goodwill without going further than New Zealand law is likely to support. The key is using it in the right agreement, at the right time, and with sensible limits. This guide explains when these clauses make commercial sense, what they usually cover, what to check before you sign, and where video businesses often get caught out.

Overview

A non-solicitation clause aims to stop one party from actively approaching certain clients, workers, suppliers or referral contacts for a set period after the relationship ends. For a New Zealand video production business, it is usually most useful where a person or business gains close access to your client base, production pipeline or trusted network through working with you.

The clause needs to be targeted, reasonable and matched to the commercial relationship. If it is too broad, badly drafted or inconsistent with the rest of the agreement, it may be hard to rely on when you need it most.

• Identify who needs to be restricted, such as employees, contractors, freelance producers, sales staff, agency partners or subcontractors.
• Define exactly who is protected, including current clients, recent clients, active prospects, referral partners or crew introduced through your business.
• Set a realistic time period, often linked to how long the relationship and goodwill are likely to remain valuable.
• Limit the clause to solicitation, rather than trying to ban all competition where that is not justified.
• Check the clause matches the rest of the contract, especially confidentiality, intellectual property, contractor status and termination rights.
• Make sure the agreement is signed before access is given to clients, budgets, project contacts and internal systems.

What Non-solicitation Clause for Video Production Business Means For New Zealand Businesses

A non-solicitation clause is usually the middle ground between doing nothing and trying to stop someone from working in the industry altogether. For many New Zealand video production businesses, that makes it more practical than a blanket non-compete clause.

In plain English, the clause says that after the relationship ends, the other party must not actively approach certain people or businesses connected with your company for a set purpose. That purpose might be to win production work, hire away staff, engage regular freelancers directly, or divert business opportunities away from you.

Why video production businesses use these clauses

Video businesses often work through relationship-based sales. Clients may deal directly with your producer, account lead or director. Editors and crew may be trusted by clients and agencies. A freelancer might sit inside your workflow for months and know exactly which brands are planning repeat content shoots.

That creates a specific commercial risk. The person leaving may not take your cameras or editing suite, but they may try to take the goodwill attached to those relationships.

Situations where a non-solicitation clause for video production business arrangements often makes sense include:

• A senior producer who manages key brand or agency accounts and becomes the main client contact.
• A freelance editor or motion designer who works closely with repeat clients and is invited into strategic campaign discussions.
• A subcontracted production manager who gains access to your preferred crew, location contacts and supplier pricing.
• A sales or business development contractor who builds relationships using your brand, portfolio and marketing spend.
• A joint venture or referral arrangement where one party is introduced to clients through the other party's network.

What the clause usually covers

Not every non-solicitation clause is the same. In this context, the clause may cover one or more categories of relationship.

• Clients, such as existing clients, recent clients, or clients the person dealt with directly.
• Prospective clients, especially where the person had meaningful contact with active leads before the relationship ended.
• Employees and contractors, so a former team member cannot poach your editor, producer or camera crew.
• Suppliers and creative partners, if they are central to your ability to deliver projects.
• Referral sources, such as ad agencies, marketing consultants or event partners who regularly send work your way.

The clause should spell out whether it only stops active solicitation or also stops accepting work from those contacts. That distinction matters. A clause that says someone cannot directly or indirectly solicit clients is narrower than one that says they cannot provide services to those clients at all. Narrower clauses are often easier to justify.

How New Zealand law tends to treat these clauses

New Zealand law does not automatically reject restraint provisions, but it does expect them to be reasonable and no wider than necessary to protect a legitimate business interest. A legitimate interest might include client connections, confidential pricing, tender strategies, production methods, or goodwill built at your expense.

The main question is usually whether the restriction goes further than needed. A court is more likely to take a targeted clause seriously if it is limited by:

• the people or businesses covered
• the activities restricted
• the geographic reach, if geography actually matters
• the duration of the restraint
• the role the person had in your business

For a video production business, geography may matter less than client relationship scope, especially where work is done nationwide or online. What matters more is whether the person had real influence over the protected relationships.

There is also a practical point here. Even if a clause might be legally arguable, vague wording can make early enforcement difficult. Before you sign, you want clear definitions and realistic protections, not a clause that sounds strong but is impossible to apply to actual projects and actual people.

Legal Issues To Check Before You Sign

The right clause depends on who is signing, what access they will have, and what you are genuinely trying to protect. Before you sign a contract, make sure the restraint matches the commercial reality of the role.

Who is the other party?

The first legal issue is whether you are dealing with an employee, an independent contractor, a subcontractor business, or a collaboration partner. The same wording will not always suit all four.

An employee who manages clients full-time may justify a stronger clause than a camera operator hired for one day. A production company you subcontract for overflow work may need a different clause again, especially if the relationship is business-to-business rather than employment based.

The agreement should also be consistent with the person's true status. If you call someone a contractor but treat them like an employee, that can create wider legal issues beyond the restraint clause itself.

What legitimate interest are you protecting?

You need a clear answer to this before you accept the provider's standard terms or send out your own agreement. A non-solicitation clause is easier to justify when it protects a real business interest, not just a general wish to reduce competition.

For a video production business, the protected interests often include:

• long-term client goodwill
• access to current project pipelines and unannounced campaigns
• confidential budgets, quoting models and margin information
• relationships with regular freelancers and specialist crew
• referral arrangements with agencies and creative partners

If the person will not have access to any of those things, a restraint may be unnecessary or should be much narrower.

How long should the restriction last?

The time period should reflect how long the risk really lasts. For many video production businesses, that could be a matter of months rather than years, especially where campaign cycles move quickly. In some cases, a longer period may be arguable for senior relationship managers or business sale situations, but longer is not always better.

Founders often assume that asking for the longest possible period gives the best protection. The problem is that an excessive period may weaken the clause overall. A shorter, sensible timeframe is often more credible and more useful in practice.

Who counts as a protected client or contact?

This is where founders often get caught. If the clause says "any client" or "any person connected with the business", it may be too unclear. If it is too narrow, it may miss the actual risk.

Better drafting usually distinguishes between categories such as:

• clients the person worked with directly in the last 6 or 12 months
• clients introduced to the person through your business
• active prospects the person had material dealings with before termination
• crew, employees or contractors the person supervised or engaged through your business

This kind of contract drafting creates a clearer line if issues arise after the relationship ends.

How does the clause interact with confidentiality and intellectual property?

A non-solicitation clause should not do all the heavy lifting. If your concern is that someone will use your client list, pitch decks, production templates, pricing models or unreleased creative concepts, you also need strong confidentiality provisions and, where relevant, clear intellectual property terms.

These clauses work together. Confidentiality helps stop misuse of information. Intellectual property terms help confirm ownership of production assets, edits, graphics, scripts and other deliverables. Non-solicitation helps protect the relationship side of the business.

What happens on termination?

Your agreement should say when the restraint period starts and what survives after termination. It should also deal with practical handover points, especially where the departing person has access to email accounts, cloud storage, client communications and ongoing project files.

Before you sign, check whether the contract covers:

• return or deletion of confidential material
• handover of client communications and project status
• who can contact the client after termination
• ongoing obligations for completed but unpaid projects
• survival of restraint, confidentiality and IP clauses

Without that detail, the restraint may exist on paper while the real client handover becomes messy.

Do you need cascading options?

Some contracts use cascading restraint periods or categories, with several alternative durations or scopes written into the clause. The idea is to improve the chance that at least a narrower version may stand if a broader version is challenged.

This area needs careful drafting. Poorly structured cascading clauses can create uncertainty instead of solving it. If you want staged periods or alternative scopes, the wording needs to be deliberate and internally consistent.

Common Mistakes With Non-solicitation Clause for Video Production Business

The biggest mistake is treating this clause as boilerplate. Video production businesses have specific workflows and relationship risks, so generic wording often misses the mark.

Using a clause that tries to ban all competition

A clause that says a former contractor cannot work in video, film, editing or content production anywhere in New Zealand is usually harder to justify than a clause stopping them from approaching clients they met through you. If your real concern is poaching clients or crew, draft for that risk directly.

Overreach can backfire. The broader the clause, the more likely the other side will resist it, and the harder it may be to rely on later.

Adding the clause too late

If someone already has access to your clients, referral network and internal systems, then you try to add a restraint only after tensions appear, you may have less leverage. This is one of those issues to sort out before you sign, not after the relationship sours.

Early documentation also helps show that the protection was part of the commercial bargain from the start.

Failing to tailor the clause to the role

A one-day sound operator, a retainer-based editor and a senior executive producer should not all be subject to the same restriction. The level of access and influence matters.

Founders sometimes use identical agreements for speed. The result is often a clause that is too aggressive for junior roles and too vague for senior roles.

Protecting the wrong people

Some clauses only protect signed clients, even though the real value sits with active agency leads, repeat talent, freelance directors and regular referral partners. Others are so broad that they cover people with no meaningful relationship to the departing person.

The safer approach is to identify the contacts that actually drive revenue or delivery.

Ignoring the contractor chain

Video production often involves layers of subcontracting. You may engage a production company, which then uses its own crew, editor or coordinator. If your key contact sits in the middle, you need the agreement to deal clearly with who may contact the end client, who owns the relationship, and what happens if personnel change.

If the paper trail is loose, the end client may assume they can continue directly with whichever individual they like. That can make a restraint harder to police commercially, even if the legal wording exists.

Relying on the clause without evidence

Even a sensible clause will be difficult to enforce if you cannot show who was contacted, what was said, and which relationship was protected. Keep records of introductions, client ownership, key account contacts and project communications.

This does not mean building a dispute file for every shoot. It means keeping ordinary business records in a way that clearly shows how the relationship was built and who had access through your business.

Forgetting related obligations under New Zealand law

Founders sometimes focus only on the restraint and forget the rest of the contract. But disputes about client contact can overlap with other obligations, especially if work product, personal information or marketing claims are involved.

Depending on the arrangement, you may also need to think about:

• privacy obligations if client contact details or talent data are stored and used
• fair trading risks if someone makes misleading statements about who is continuing a project or who owns the client relationship
• consumer-facing service promises if the business delivers content services to smaller customers who rely on quoted deliverables and timeframes
• employment law issues if restraint wording appears in staff agreements without being matched to the employee's role and bargaining position

The clause works best as part of a coherent contract set, not as a single line inserted into an otherwise generic document.

FAQs

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

No. A non-solicitation clause usually stops someone from actively approaching certain clients, staff or contacts. A non-compete clause goes further by restricting competing work more generally. For many video production businesses, non-solicitation is easier to justify because it is narrower.

Should a freelance video contractor sign one?

Often, yes, if the contractor will deal directly with your clients, referral partners or regular crew through your business. The clause should still be tailored to the contractor's role, access level and the length of the engagement.

Can the clause stop a former team member from accepting work if the client approaches them first?

Sometimes, but that depends on the drafting. Some clauses only ban active solicitation. Others also restrict accepting work from protected clients for a defined period. A broader restriction needs stronger justification.

How long should a non-solicitation clause last in New Zealand?

There is no single standard period. The right timeframe depends on the role, the relationships involved and how long the goodwill is likely to remain current. A shorter period is often more defensible than an aggressive one that goes further than necessary.

Do video production businesses need this clause in every contract?

No. Use it where the person or business will have meaningful access to client relationships, pricing, referral channels or your production network. For limited one-off roles with little exposure to your commercial contacts, it may not be necessary.

Key Takeaways

• A non-solicitation clause for video production business arrangements can help protect client goodwill, referral channels and crew relationships when someone has direct access through your business.
• The clause should be tailored to the person's role, the contacts they deal with, the activities being restricted and a realistic time period.
• New Zealand businesses are more likely to rely on a clause that protects a legitimate business interest and does not go further than necessary.
• These clauses work best alongside clear confidentiality, intellectual property, contractor or employment, and termination provisions.
• Founders often get caught by using generic templates, overly broad restraints, unclear client definitions or agreements signed too late.
• Good records, clear client ownership and consistent contract terms make the clause more useful if a relationship breaks down.

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