Agency MSA Client Employee Poaching & 35% Placement Fee Redline
For agencies, consultancies, and dev shops, your senior talent IS your business. Enterprise clients often cross out the employee Non-Solicitation clause (or add a loophole saying "general job postings are excluded")—and then encourage your lead developer or strategist embedded on their Slack to "apply to our general LinkedIn job post," cutting out your agency and stealing your best billable employee for $0.
Enterprise Client Terminated SOW and Hired Agency’s 2 Lead Engineers Using "General Job Ad" Loophole
A product design agency embedded two senior full-stack engineers with a Series C client at $28,000/month. After 4 months, the client’s VP of Engineering sent both developers a link to a public Greenhouse job listing, hired them directly, and canceled the agency’s SOW—paying $0 because the MSA exempted "responses to general job postings."
RedlineCore™ closes the general-posting loophole for project-assigned staff and converts hiring into an enforceable 35% Liquidated Placement / Temp-to-Perm Fee.
Check Your Full Contract PDF for Cross-Section Overrides (Free 60s Scan)
Fixing one clause alone often fails when a buried definition, exhibit, or survival clause elsewhere in your Water Mitigation & Flood neutralizes your protection. Drop your PDF or Word (.docx) below for an instant, 100% anonymous cross-section audit.
“During the Term and for twelve (12) months thereafter, Client shall not directly or indirectly solicit, hire, or engage (whether as an employee, independent contractor, or through a third party, and regardless of whether initiated via a general job posting) any Agency personnel who performed Services on Client’s account. If Client hires or engages any such Agency personnel (or
What to Say to the Insurance Carrier / Third-Party Reviewer
"Because our senior engineers work directly inside your Slack and repos, the ‘general job posting’ exception makes it too easy to bypass the non-solicit. For personnel who actually worked on your account, we include a standard 35% recruiting/conversion fee if Client hires them within 12 months."
Why they drafted it this way: The "general job posting" loophole completely guts an employee non-solicit: a client manager simply tells your developer on Slack, "Hey, click apply on our public careers page so legal says it was a general posting."
Mandatory Audit Checklist Points
- Close the "general job advertisement" loophole for Agency personnel who actually worked on Client’s project
- Include a 35%–50% Liquidated Placement / Conversion Fee (framed as a legitimate recruiting fee, not a restraint of trade)
- Cover hiring as an W-2 employee, 1099 contractor, or via another staffing vendor
Paste Your agency MSA non-solicitation of employees conversion fee redline Section or Upload Your Full Water Mitigation & Flood (.pdf / .docx)
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Frequently Asked Questions
Are B2B employee conversion / placement fees enforceable even in states like California?
When drafted carefully as an optional commercial "Temp-to-Perm Conversion / Recruiting Placement Fee" between two businesses (for personnel who worked directly on the client’s account after a minimum tenure) rather than a prohibition on employee mobility, B2B conversion fees are widely used by staffing and consulting firms.
How do I redline agency MSA non-solicitation of employees conversion fee redline traps in my Water Mitigation & Flood anonymously without creating an account?
Upload your Water Mitigation & Flood PDF or Word (.docx) draft to ClaimXray.com to run the "Agency MSA Client Employee Poaching & 35% Placement Fee Redline" defense cartridge 100% anonymously—with zero account registration, zero email login, and stateless in-memory processing. RedlineCore™ 4.0 flags agency MSA non-solicitation of employees conversion fee redline exposure (typically $65,000 – $180,000 per poached senior engineer or strategist; documented unredlined loss: $92,000 in lost billing margin & recruiting replacement costs), checks for cross-section overrides, and exports a ready-to-send Microsoft Word (.docx) Track-Changes file.
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