Free Tool · Instant Preview · Copy or Download

Consulting Non-Compete Agreement Generator

Restrict the right things, narrowly. Name the parties, define a restricted market a court could apply, pick non-solicit customers / non-solicit employees / no-serve-competitors restrictions, set the period, add carve-outs, consideration, a reformation clause, and governing law — and get a formatted, ready-to-sign one-page non-compete and non-solicitation agreement you can copy or download instantly. No signup to preview; enter your email to copy or download.

Start building →

Free · No credit card · Preview instantly · Email unlocks copy & download

Most consulting non-competes fail for the same reason: they were written broad enough to feel safe and vague enough to be void. This generator builds the version that holds up — a narrow, defined market, restrictions matched to what the client actually needs protected, a period a court respects, carve-outs, stated consideration, and a reformation clause. Fill in the fields, preview it live, and copy or download it — free.

Free Tool · No Signup to Preview

Build your non-compete agreement

The one-page agreement updates live as you type — free to preview. Enter your email to copy or download it.

Parties — You (Consultant)
Parties — Client
The Engagement This Attaches To
Restricted Activities
Restricted Market & Duration
Exceptions (Carve-Outs)
Consideration & Governing Law
Notes (optional)
Restricts
Consultant
one-way covenant
Duration
12 months
post-engagement
Activities
customers · employees · competitors
🔒 Enter your email below to unlock copy & download
Live preview — 12 months · customers · employees · competitors
                          OKAFOR ADVISORY LLC
                  2400 Pearl Street, Denver, CO 80205
                        [email protected]

                       CONSULTING NON-COMPETE AND
                       NON-SOLICITATION AGREEMENT

Dated November 6, 2026

────────────────────────────────────────────────────────────────────────
1. PARTIES & EFFECTIVE DATE
────────────────────────────────────────────────────────────────────────
This Consulting Non-Compete and Non-Solicitation Agreement (this
"Agreement") is entered into as of November 6, 2026, effective November
6, 2026 (the "Effective Date"), by and between Corvus Logistics, Inc.
("the Client") and Okafor Advisory LLC, of 2400 Pearl Street, Denver, CO
80205, ("the Consultant").

────────────────────────────────────────────────────────────────────────
2. BACKGROUND
────────────────────────────────────────────────────────────────────────
The Consultant provides consulting services to the Client under the
Master Services Agreement — Supply Chain Analytics & Reporting Services
dated October 16, 2026 (the "Underlying Agreement"). In the course of
that engagement the Consultant will have access to the Client's customer
relationships, pricing, operations, and strategy. The Client is willing
to retain the Consultant only if the Consultant accepts the narrow
post-engagement restrictions in this Agreement, and the Consultant
accepts them in exchange for the consideration stated in Section 7. This
Agreement supplements, and does not replace, the Underlying Agreement.

────────────────────────────────────────────────────────────────────────
3. RESTRICTED ACTIVITIES
────────────────────────────────────────────────────────────────────────
While the engagement under the Underlying Agreement is live, and for
twelve (12) months after it ends (the "Restricted Period"), the
Consultant will not, directly or indirectly, whether as a consultant,
advisor, owner, or through any affiliate:

3.1 Non-solicitation of customers. Solicit or accept
    consulting business from any customer of the Client that the
    Consultant had material contact with, or whose identity or
    requirements the Consultant learned of, during the engagement
    ("Covered Customers"), other than through general advertising to the
    public that is not targeted at any Covered Customer.

3.2 Non-solicitation of employees. Solicit, recruit, or
    hire away any employee of the Client with whom the Consultant had
    contact during the engagement, or encourage any such employee to
    leave the Client's employment, other than through a general public
    job posting not targeted at those employees.

3.3 No services to named competitors. Provide consulting
    services to, or enter into any business relationship with, the
    following competitors of the Client within the Restricted Market:
    NorthStar Freight Analytics, Inc., Meridian Load Planning Co., and
    Vantage Route Optimization LLC.

────────────────────────────────────────────────────────────────────────
4. RESTRICTED MARKET
────────────────────────────────────────────────────────────────────────
The restrictions in Section 3 apply only within the following defined
market: "third-party freight brokerage and last-mile delivery network
analytics sold to shippers in the United States and Canada". The parties
intend this definition to be the narrowest scope that protects the
Client's legitimate business interests, and it is the exclusive measure
of where the restrictions reach. Services, customers, and competitors
outside this definition are unrestricted.

────────────────────────────────────────────────────────────────────────
5. DURATION
────────────────────────────────────────────────────────────────────────
The Restricted Period begins on the Effective Date while the engagement
is live, and restarts on the date the engagement under the Underlying
Agreement ends or is terminated (or, if it ends in stages, the date the
Consultant last performed services). The Restricted Period lasts twelve
(12) months from that date, and the restrictions in this Agreement apply
only during it.

────────────────────────────────────────────────────────────────────────
6. EXCEPTIONS
────────────────────────────────────────────────────────────────────────
The restrictions in this Agreement do not apply to:

(a) any client the Consultant served, or had a signed agreement to
serve, before the Effective Date, as evidenced by the Consultant's
records;
(b) services to a business unit of a named competitor whose business
does not fall within the Restricted Market;
(c) passive ownership of less than two percent (2%) of the securities of
any publicly traded company, provided the Consultant takes no part in
its operations.

────────────────────────────────────────────────────────────────────────
7. CONSIDERATION
────────────────────────────────────────────────────────────────────────
In addition to the consideration exchanged under the Underlying
Agreement, and as specific and independent consideration for the
restrictions in this Agreement, the Client will pay the Consultant a
one-time fee of $1,500, payable within ten (10) business days of the
Effective Date. The parties acknowledge that this consideration is
adequate and was a material inducement for the Consultant to accept the
restrictions.

────────────────────────────────────────────────────────────────────────
8. ENFORCEABILITY, REFORMATION & GOVERNING LAW
────────────────────────────────────────────────────────────────────────
This Agreement is governed by the laws of the State of Colorado, without
regard to its conflict-of-laws rules.

The parties intend each restriction in this Agreement to be reasonable
in duration, market scope, and subject matter, and no broader than
necessary to protect the Client's legitimate business interests. If a
court or arbitrator holds any restriction overbroad, overlong, or
otherwise unenforceable, that tribunal is asked to reform it to the
maximum scope, duration, and subject matter that is enforceable rather
than void it, and the remaining restrictions continue in full force.
Nothing in this Agreement limits either party's rights under any statute
or rule of law governing restrictive covenants in Colorado, and this
Agreement yields to any such law that cannot be waived.

────────────────────────────────────────────────────────────────────────
9. GENERAL
────────────────────────────────────────────────────────────────────────
This Agreement is the parties' entire agreement on post-engagement
restrictions, prevails over any conflicting restrictive-covenant
language in the Underlying Agreement, and may be amended only in a
writing signed by both parties. If any provision is held unenforceable,
the remainder stays in force. No failure to enforce a provision is a
waiver of it. This Agreement binds the parties and their respective
successors, heirs, and permitted assigns.

Additional terms: The restrictions in this Agreement do not apply to the
Consultant's rail-freight and transit-tech practice, which both parties
acknowledge sits outside the Restricted Market as defined in Section 4.

────────────────────────────────────────────────────────────────────────
SIGNATURES
────────────────────────────────────────────────────────────────────────
The parties have signed this Agreement as of the date first
written above.

CLIENT
  ______________________________
  Lena Fischer
  Corvus Logistics, Inc.
  [email protected]
  Date: ____________________

CONSULTANT
  ______________________________
  David Okafor
  Okafor Advisory LLC
  [email protected]
  Date: ____________________

────────────────────────────────────────────────────────────────────────
Generated with Consulting.me — consulting-me3.acoco.ai
This template is educational and is not legal advice. Non-compete and non-solicitation enforceability varies sharply by state, industry, and facts — have a licensed attorney review it before you sign or send it.

Unlock copy & download

Enter your email to unlock your finished non-compete agreement — copy the formatted text to your clipboard or download it as a file (opens in any browser, prints to PDF). We'll also send you consulting launch tips — no spam, unsubscribe anytime.

Preview is always free · Email unlocks copy & download

Next step · Launch Kit

Agreement signed. Now fill the pipeline around it.

A non-compete narrows where you can sell — sharp positioning widens it back. The Launch Kit gives you a one-line positioning statement, 3 productized offers with pricing, a rewritten bio, a cold-outreach email sequence, a proposal template, and a 30-day plan to land your first 3 clients — personalized to your niche, delivered instantly. Just $29.

Get the launch kit — $29 →

One-time · No subscription · Money-back guarantee.

Not ready to buy? Grab the free PDF:

📄 Free 30-Day Launch Blueprint →
📊 The State of Independent Consulting 2026 — industry report →
Anatomy

The 7 parts of a non-compete that holds up

The generator above builds all seven parts automatically. Here's what each one does and why it matters.

1

A market definition a stranger could apply

The restricted market is the single biggest enforceability lever in the document. 'Freight brokerage analytics sold to shippers in the US and Canada' is a scope a court can evaluate; 'the logistics industry' is a restraint on an entire profession and gets the covenant voided. Section 4 of this generator's output exists to make the scope the exclusive measure of where the restrictions reach — everything outside it is unrestricted, stated on the face of the agreement.

2

The right restrictions, not every restriction

Three post-engagement restraints, in descending order of enforceability: non-solicit customers, non-solicit employees, and no-serve-named-competitors. The non-solicit clauses are the consulting-market standard precisely because they leave the consultant free to keep working in the industry; the outright competitor ban is the one clients want most and courts trust least. This generator lets you include any mix — and the mix you choose is a negotiation, not a technicality.

3

A duration a court will respect

Six to twelve months is the range that survives review for an individual consultant; twelve is the practical ceiling and this generator's default. The reasoning is economic: consulting relationships decay fast, and a two-year bar on a solo consultant's whole market is a hardship courts weigh directly. A shorter period is also more likely to be enforced exactly as written instead of cut down or discarded.

4

Carve-outs that prove reasonableness

Prior clients, non-competing business units, and passive investments under 2% — three exceptions that cost the client almost nothing and signal to a court that the covenant protects a real interest rather than punishing the consultant. Their absence is what makes a non-compete look punitive, and 'punitive' is the finding reasonableness review exists to reach.

5

Consideration that is actually stated

A restriction someone gives away for nothing is on weaker footing than one that was paid for. The standard shape is the mutual covenants of the underlying agreement; the stronger shape, increasingly expected in states with restrictive-covenant statutes, is a specific one-time fee for accepting the restrictions. Both are built in — and if a client insists on a broad covenant, pricing it is the consultant's counter-move.

6

Reformation instead of voidance

The blue-pencil clause asks a tribunal that finds a restriction overbroad to narrow it to the maximum enforceable scope rather than throw the agreement out. Courts aren't bound by it, but it is a clear statement of intent that regularly improves outcomes — and it pairs with the governing-law choice, which in this document is stated openly rather than buried, because for a non-compete the choice of state law can decide everything.

7

An honest relationship with the law

This is the cluster's most state-sensitive document: some states refuse to enforce post-engagement non-competes outright, several condition them on earnings thresholds or notice, and the rest apply reasonableness review. The generator's output says, on its face, that the agreement yields to any law that cannot be waived — and the footer says get a lawyer. That honesty is a feature: an agreement that pretends the law away is the one that ends up in a drawer, unenforced.

Which Restrictions?

Three restraints, narrowest first

A consulting non-compete is really a stack of separate restraints. Offer the narrow ones first — a client who trusts the NDA and the non-solicit often stops asking for the market-wide ban.

Non-solicit customers (the consulting-market standard)

What it does: Bars soliciting or accepting business from the client's customers you had contact with — or learned of — during the engagement, with a carve-out for general public advertising.

When to use it: The default restriction and the easiest to justify: it protects the client's customer relationships without stopping you from consulting in the industry. Courts enforce it far more consistently than an outright non-compete.

Non-solicit employees

What it does: Bars recruiting or hiring away the client's employees you worked with — with a carve-out for general public job postings.

When to use it: Matters most on engagements where you embedded with the client's team and know exactly who is good. Symmetric and uncontroversial: poaching the team you met through the engagement is the fact pattern courts sanction most readily.

No services to named competitors

What it does: Bars serving a named list of the client's actual competitors — inside the defined restricted market only.

When to use it: The client's biggest ask, and the one to give narrowly: name the specific competitors, tie the ban to the defined market, and carve out their non-competing units. An unnamed 'all competitors in the industry' version is the classic overbroad covenant that gets voided.

Common Mistakes

6 non-compete mistakes that make them worthless — or worse

Every one of these shows up in a copy-pasted template. The generator above defaults away from all six.

✕

1. Copying an employment non-compete into a consulting deal

Employment covenants assume a salary, benefits, and a job to come back to; a consultant is an independent business with neither. The consequence isn't cosmetic — courts weigh the hardship of time out of market differently for a solo practice, several states treat contractor covenants more strictly than employee ones, and the consideration rules differ (an at-will job is consideration in some states; a consulting engagement may not be). Write the covenant for the actual relationship, which is what this generator does.

✕

2. Leaving the market undefined — or defining it as 'the industry'

The restricted-market definition is where non-competes live or die. 'The logistics industry' restrains an entire profession in a global sector; 'freight brokerage analytics sold to shippers in the US and Canada' restrains one segment of one market. The first gets voided as overbroad, the second gets enforced. If you can't describe the market in a sentence a stranger could apply, you don't have an enforceable definition yet — you have an ambition.

✕

3. Asking a solo consultant for two or three years

Duration is a hardship calculation, not a number from a template. Twelve months is the ceiling most courts respect for an individual consultant, because beyond that the bar stops protecting a decaying interest and starts being a career tax. And the error compounds: an overlong covenant taints the court's read of the whole document, making even the reasonable clauses look like overreach. Short is stronger.

✕

4. No carve-outs, so the covenant reads as punitive

Carve-outs — prior clients, a competitor's non-competing units, passive public-market investments — cost the client nothing material and do real legal work: they demonstrate that the covenant protects a legitimate interest rather than simply punishing the consultant for leaving. Their absence is evidence in the other direction. When a client's template has none, adding these three is the easiest negotiation win in the document.

✕

5. Assuming signed means enforceable

A signature proves assent, not validity. Several states refuse to enforce post-engagement non-competes regardless of what was signed; others condition enforcement on earnings thresholds, notice at signing, or statutory language that overrides the document. And the reasonableness test everywhere else is a court's judgment call made years later, on facts neither party controlled. Build for the review, not the signature — narrow scope, short duration, carve-outs, and honest governing law.

✕

6. Signing the client's version unread

The two traps that hide in client-drafted non-competes: a restriction period that restarts with each new statement of work (so the covenant never starts running down), and a choice-of-law clause pointing at a state whose covenant rules are far worse for you than your own. Both are single sentences, both are routinely struck or negotiated when caught, and both are invisible unless you read for them. For anything that materially restrains your livelihood, have a licensed attorney read it too — this generator is education, not legal advice.

Related Tools

Complete your client-engagement toolkit

A non-compete sits at the edge of the engagement — the tools below cover the middle: win the client, price the work, scope it, sign it, bill it, and end it cleanly when the time comes.

Master Services Agreement Generator

The document this non-compete usually attaches to — master terms and renewal, the SOW mechanism with order of precedence, billing rails, IP ownership, a liability cap, and termination on one page.

Independent Contractor Agreement Generator

The single-engagement foundation — contractor status, enumerated services, payment terms with a deposit, IP assignment, and termination, ready to sign.

Consulting NDA Template Generator

The narrowest post-engagement restraint and the easiest to enforce — mutual or one-way confidentiality with a survival period and standard exclusions.

Consulting Termination Letter Generator

The end of the engagement is what starts the restricted period running — end it in writing, with the notice clock, work in progress, and the final invoice protected.

Consulting Proposal Generator

Win the next engagement outside the restricted market — client context, problem, scope phases, deliverables, four pricing models, and signature blocks on one page.

Consulting Contract Generator

The full one-page consulting agreement — scope, payment, IP, confidentiality, and termination — for engagements that don't need a master framework.

Consulting Change Order Generator

Scope moved mid-engagement? Reference the signed document, list the adjusted scope, and set a revised fee and timeline — one page with live delta math.

Consulting Quote Generator

Price the next project before you paper it — line-item services with qty and rate, an optional retainer line, a validity period, and live totals.

Consulting Service Level Agreement Generator

Signed the covenant — now commit to performance on the engagements it doesn't restrict: response times, a resolution target, support hours, escalation, and capped service credits on one page.

Consulting Subcontractor Agreement Generator

Bringing in a subcontractor on a client engagement? Include the client non-solicit alongside IP assignment to you, flow-down terms, and fees — one page.

Consulting Rate Calculator

Not sure what to charge outside the restricted market? Calculate a defensible rate range by industry, experience, and service type.

All Free Consulting Tools

Niche quiz, rate calculator, proposal, quote, contract, SOW, MSA, change order, contractor agreement, termination letter, invoice, and more — every tool on the site, all free.

FAQ

Consulting non-compete questions, answered

Yes. The builder is completely free — name the parties, define the restricted market, pick which activities are restricted, set the restriction period, add carve-outs, consideration, a reformation clause, and governing law, and watch the formatted one-page agreement update live, no signup required. Enter your email once to unlock copying the text and downloading it as a formatted file. No subscription, no credit card, no hidden cost.

Covenant signed. Now go win clients outside it.

A non-compete narrows where you can sell — a sharp positioning statement widens where you can. The Consulting Launch Kit gives you one, plus 3 productized offers with pricing, a rewritten bio, a cold-outreach email sequence, a proposal template, and a 30-day plan to land your first 3 clients — personalized to your niche and delivered instantly. Just $29.

Get the launch kit — $29 →

One-time · No subscription · 7-day money-back guarantee