# The Off-Limits Clearance Standard: Open, Restricted, or Hands-Off

*Grade every target company Open, Restricted, or Hands-Off with a cited source and expiry date, match a blind second reviewer, and route no-poach risks to counsel.*

- Canonical URL: https://www.refolk.ai/guides/off-limits-clearance-standard
- Pillar: Recruiting and sourcing
- Format: Standard
- Published: 2026-10-22
- Last reviewed: 2026-10-22
- Reading time: 21 min
- Keywords: off-limits list recruiting how to manage, hands-off policy executive search client companies, can we recruit from our customers employees, is a no-poach agreement illegal for recruiters, private equity portfolio off-limits search firm, non-solicit clause vendor contract recruiting employees

## Key takeaways

- Only grade a company Open, Restricted, or Hands-Off after you have resolved its whole corporate family. GLEIF Level 2 records accounting parents, not the joint ventures and minority stakes that most often carry hands-off extensions.
- Every Restricted grade must record scope, seniority band, source clause, start event, and end date. Practitioner conventions for off-limits periods run from one to two years, and AESC sets no duration at all.
- The DOJ/FTC worker guidelines count an agreement not to solicit or cold-call another employer's staff as a restraint even when that agreement does not completely prohibit hiring.
- Aya v. AMN upheld a permanent one-way non-solicit because it was ancillary to a real collaboration. The FTC voided term-plus-six-month no-hire clauses that reached all of a vendor's employees. How far the scope reaches beyond the deal matters more than how long it lasts.
- Flag text that names a counterparty, uses the word agreement, or says vice versa turns an internal list into evidence of a pact between employers, as Apple's and Adobe's lists did in the DOJ High-Tech case.
- In Refolk's index, Executive Recruiter was the title on 56% of a US sample of executive search profiles and Executive Search Consultant on 44% of a UK sample. A seniority band written in one market's titles misses people in another.

Before anyone builds a call sheet, every company on a target list needs a ruling: Open, Restricted, or Hands-Off. Each restriction needs a cited source and an expiry date. This standard is for in-house recruiters, search leads, sourcers, and founders who do their own hiring. It gives you grade definitions tight enough that two reviewers reach the same answer, a seven-step procedure, a legality screen that separates a lawful one-way policy from an unlawful agreement between employers, and a checklist your team can adopt as policy.

## What do Open, Restricted, and Hands-Off mean?

A company is Open when no live restriction touches any entity in its resolved corporate family. It is Restricted when a live restriction covers a defined part of that family, and Hands-Off when a live restriction covers the whole family at every level. A grade only counts when the required fields are filled in. A grade with no paper trail is an opinion.

| Grade | Test | Must be recorded |
|---|---|---|
| Open | No live restriction on any entity in the family | Family resolved, sources checked, date checked |
| Restricted | Live restriction on a defined part of the family | Scope, seniority band, source clause, start event, end date |
| Hands-Off | Live restriction on the whole family, all levels | Source clause, start event, end or review date |

Two reviewers only grade the same company the same way if they break ties the same way. These are the tie-break rules:

- **The most restrictive live restriction wins, but only across the scope it covers.** A client clause covering the finance division at VP and above makes the company Restricted, not Hands-Off.
- **An expired restriction counts for nothing.** It stays in the register with its end date so you can show it was considered.
- **A restriction that has not passed the legality screen gets no grade.** The company goes on a dated hold until counsel rules (see the legality section).
- **An unresolved family gets no grade.** Open is a claim about the whole family, and you cannot make it about a fragment.
- **The grade attaches to the company. The restriction rows attach to sources.** A company with three restrictions has three register rows and one grade.

> **Rule:** No clause, no date, no flag
>
> A Restricted or Hands-Off grade that does not cite a specific clause in a filed document, plus a calendar end date, is incomplete. It does not go into the ATS.

## Where do off-limits restrictions come from?

Restrictions come from five places: client search contracts, fund-portfolio extensions, group and joint-venture definitions, vendor and deal non-solicits, and your own unilateral policy. Each source proves something different and goes wrong in a different way, so record which one applies on every row.

| Source | What it proves | How it lies |
|---|---|---|
| Client search contract | You promised this client | "Client" never defined; open-ended term |
| Fund-portfolio extension | Fund expects portfolio-wide hands-off | Portfolio list is stale |
| Group and JV definition | Which entities count as the client | JVs and minority stakes missed |
| Vendor or deal non-solicit | Your company promised a counterparty | Scope reaches all their staff |
| Unilateral policy | Your own decision, no counterparty | Wording names a counterparty |

### Client search contracts

This is the classic hands-off policy for client companies in executive search. The AESC Client Bill of Rights says the written agreement should cover terms that "might include guarantees, off-limits, conflicts, data management." The extended version tells the firm to define "which part of the organization is the 'client' (which subsidiary, division, etc.) and establish any off-limits provisions." AESC sets no duration. So the contract, not the trade body, decides both scope and term. If the contract does neither, fix that in your engagement template before your next search.

### Fund-portfolio extensions

One practitioner source on private equity puts it plainly: "When a search firm works for a private equity fund or one of its portfolio companies, the fund often expects hands-off treatment across the entire portfolio." The same source says the portfolio "changes every quarter." An expectation is not a clause. Grade a portfolio company Hands-Off only where the engagement terms extend off-limits to the portfolio, and cite them.

### Group and joint-venture definitions

The client definition decides how far a restriction reaches inside a corporate group. If the client is defined as one subsidiary, its sister companies are Open unless another source restricts them. If it is defined as the group, you need the full family, which the next sections cover.

### Vendor and deal non-solicits

In-house teams carry restrictions that search firms do not. These include customer and vendor contracts, MSAs, and deal documents with non-solicit or no-hire clauses. The answer to "can we recruit from our customers' employees" is usually found in those documents, not in the relationship. Count fee terms here too. The FTC's Adamas complaint defines a no-hire agreement to include restrictions imposed through fees, so a conversion or placement fee for hiring a vendor's staff belongs in the register.

### Your own unilateral policy

A team can decide on its own not to approach a client's workforce. That is a decision, not a deal, as long as nobody promised anyone anything in return. Its record should cite your internal policy and nothing else.

One boundary applies to every source: practitioner guidance says off-limits does not usually cover candidates who approach the firm on their own. The clause decides, so record an inbound rule on every restriction.

## How long does an off-limits restriction last?

A restriction lasts as long as its source document says, counted from the event the document names. Where the document is silent there is no industry standard, so your team has to pick a written default and apply it to every engagement. The published conventions disagree:

| Source | Duration | Clock starts |
|---|---|---|
| PE practitioner guide | 1 to 2 years | Engagement end |
| Blair West | 1 to 2 years | Search conclusion |
| Godliman | 1 year minimum, often open-ended | Last placement |
| Blenheim | 2 years | Last placement |
| AESC | Not specified | Contract |

I found no published retained-search contract text to settle this. These are practitioner statements, not market data. My recommendation for a team default: one year from the later of engagement end or last placement, written into the engagement letter so silence never happens. A longer term is fine if the client asks for it in writing.

There is a second disagreement to settle. AESC and the Executive Research Association code fix off-limits terms at the start of the engagement. The PE source says the list changes quarterly. Both can be true once you separate two things:

- **Terms** (scope, band, duration, start event) are fixed at engagement start and change only by written amendment.
- **Membership** (which companies currently sit inside the restricted perimeter) is re-checked every quarter and on every acquisition or exit.

An open-ended "life of the supplier agreement" term still gets an end date. Use the supplier agreement's own expiry or renewal date, and put a re-check on that date.

## How do you resolve a company to its full corporate family?

Start with GLEIF Level 2 accounting parents, add the company's own subsidiary disclosures, then check joint ventures and minority stakes by hand. No single public source covers all three. A clearance grade is only as wide as the family you resolved. Most wrong Open grades come from stopping at the first parent.

#### Layers of a corporate family for clearance

1. **Ultimate accounting parent** - Top of the consolidation chain in GLEIF Level 2, where reported
2. **Direct accounting parents** - Intermediate holding entities, where reported and holding an LEI
3. **Subsidiaries and brands** - Company disclosures plus a local alias table for renamed and acquired brands
4. **JVs and minority stakes** - Outside GLEIF entirely; verify by hand against deal and fund records

*GLEIF covers the top two layers where entities report them, so the bottom two layers, where hands-off extensions usually live, need manual checks.*

### What GLEIF gives you, and what it does not

GLEIF Level 2 data records each entity's "direct accounting consolidating parent" as well as its "ultimate accounting consolidating parent." It is "based on the direct and ultimate consolidating accounting relationship rather than on the percentage of ownership." That design matters here:

- **Minority stakes and JVs are not covered.** A PE fund's minority holding will not appear. Neither will a 50/50 joint venture.
- **Coverage is partial.** Entities "may report no parent, opt out, or have parents without an LEI." A missing parent tells you nothing about whether one exists.
- **The file changes with every publication.** One snapshot of the Level 2 concatenated file held 674,460 relationship records. Download it fresh each quarter instead of reusing an old copy.

SEC subsidiary exhibits are an obvious second source for US public companies. I have not validated their coverage, so test them first on three companies whose structure you already know. No public record maps renamed entities to acquired brands. Keep a local alias table and add to it every time a search turns up a brand you missed.

Time this work. Budget an estimated 15 to 30 minutes per company for full resolution. I have not verified that figure, so time your first ten companies and adjust.

### Do not resolve families with industry filters

Running a people search with an industry filter is tempting. To find everyone at a fund, filter to private equity. That does not work, and Refolk's own index shows why:

**0 - Talent Partner and Head of Talent profiles returned when filtered to the VC/PE industry, in both the US and the UK**

In Refolk's index this is an industry-filter mismatch, not proof the roles do not exist. Industry tags do not define who works inside a fund's perimeter.

Apply a fund's Hands-Off grade by resolved employer entity, never by industry label. Once the family is resolved, [Refolk](/) lets you ask in plain English for people at each named entity and brand across LinkedIn, GitHub, and the open web. That way the people check runs against the same entity list as the register, not against a tag someone else assigned.

## Is the restriction a lawful policy or an unlawful agreement?

A restriction is low-risk when it is purely your own decision, or when it is one-way and attached to a genuine collaboration with a scope limited to that collaboration. It goes to counsel when it is reciprocal, standalone, or reaches staff beyond the deal. This section tells you which restrictions to escalate. It does not replace counsel.

### What the federal worker guidelines say

The DOJ/FTC Antitrust Guidelines for Business Activities Affecting Workers replaced the agencies' earlier guidance for HR professionals. They list as problematic:

- Agreements not to solicit or cold-call each other's employees, even where a particular agreement "does not completely prohibit hiring the other company's workers."
- Agreements to request permission from another company before trying to hire one of its employees.

On exposure, DOJ may "criminally investigate and, where appropriate, bring felony charges against the participants in these agreements, including both individuals and companies." Commissioners Ferguson and Holyoak dissented from the guidelines, and I have not established whether they are still in force. Check the FTC and DOJ sites with counsel before you adopt this standard, and again at each annual review.

### When a non-solicit survives

In Aya Healthcare v. AMN, the Ninth Circuit held a staffing vendor's non-solicit exempt from the per se rule, the doctrine that treats certain agreements as unlawful without weighing their effects. The court found the clause "subordinate and collateral" to a legitimate contract and reasonably necessary to its pro-competitive purpose. It also rejected the argument that the clause's unlimited duration made it a naked restraint (one with no legitimate deal behind it), because the clause was entered into at the same time as the agreement.

The FTC has gone the other way on scope. In the Planned Building Services and Adamas matters, it voided customer no-hire clauses that applied "during the contract term and for six months thereafter, to all of the vendor's building services employees, not just those staffed to a particular customer." The Planned Building Services final order passed 4-0 and requires notice to customers and employees. The FTC has not published any duration or scope that keeps a clause safe.

The lesson for clearance is that the legal test runs through the underlying deal, not the clause. A permanent clause survived because a real collaboration stood behind it. A six-month tail failed because its scope reached people who had nothing to do with the customer.

| Case | Restriction | Scope | Outcome |
|---|---|---|---|
| DOJ High-Tech | No cold call, reciprocal | All employees | Civil consent decree, 5 years |
| DaVita/Thiry | No-solicit of senior staff | Senior level | Acquitted |
| SCA | No-solicit of senior staff | Senior level | Dismissed |
| Aya v. AMN | One-way vendor non-solicit | Permanent | Upheld, rule of reason |
| FTC Planned/Adamas | Customer no-hire | Term + 6 months | Voided by consent order |

The criminal track has stalled. DOJ lost DaVita and moved to dismiss SCA, its last no-poach indictment. The civil track has not stalled: the FTC has kept issuing no-hire orders. For vendor clauses, the live risk is civil. That does not make a reciprocal pact safe.

#### The legality screen

Horizontal axis runs from One-way to Reciprocal. Vertical axis runs from Standalone to Tied to a genuine collaboration.

| Quadrant | What it means |
| --- | --- |
| One-way, tied to a deal | Mark ancillary only if scope is limited to staff on the deal |
| Reciprocal, tied to a deal | Escalate; counsel tests scope against the deal |
| One-way, standalone | Unilateral if it is your own decision with no promise; otherwise escalate |
| Reciprocal, standalone | Naked restraint pattern; escalate and do not enforce |

*Direction and the presence of a genuine collaboration decide whether a restriction is marked ancillary, unilateral, or escalated to counsel.*

Mark each restriction with one of three labels:

- **Unilateral.** Your own policy, with no promise to any other employer.
- **Ancillary.** One-way, attached to a filed collaboration, scoped to that collaboration's staff.
- **Escalated.** Anything else, including every fee-based no-hire term you cannot tie to a specific deal.

An escalated company goes on a dated hold. Pause outreach while counsel reviews, and keep the reason out of the ATS flag. If your team has no counsel who handles this work, finding one is a plain people search:

I ran this search: `Antitrust lawyers in the US who advise on no-poach and non-solicit clauses in vendor contracts` - [see the full result list](https://www.refolk.ai/s/q407z98t0h).

*Returns US antitrust lawyers whose public profiles show no-poach and non-solicit work, so every escalation in step 4 has a named reviewer.*

## The clearance procedure, step by step

Run these seven steps for every target list before outreach starts. Each step has an owner and a done-when test, so you can audit the register afterwards.

#### Off-limits clearance procedure

1. **Collect every restriction source** - The talent lead and legal gather search contracts, MSAs, vendor contracts, deal documents, and fund portfolio lists. Done when every document is filed and has a named owner.
2. **Resolve each company to its corporate family** - The sourcer checks GLEIF parents and company disclosures, then checks JVs and minority stakes by hand, at an estimated 15 to 30 minutes per company. Done when every entity and brand links to a parent.
3. **Map each restriction to its source clause** - The recruiter records scope, seniority band, and the engagement's client definition. Done when every restriction cites a clause.
4. **Screen each restriction for legality** - Legal marks each restriction unilateral or ancillary, or escalates reciprocal and standalone restrictions to counsel. Done when no restriction is unmarked.
5. **Set the expiry clock** - Record the start event and a calendar end date, applying the team default where the document is silent. Done when no restriction lacks a date.
6. **Have a second reviewer grade blind** - A second reviewer grades from the same documents without seeing the first grade. Done when grades match or the disagreement is written down.
7. **Publish flags and set re-check triggers** - Push clean flags to the ATS and set re-checks quarterly, on any acquisition or exit, and on each contract expiry. Done when every flag has a next re-check date.

Step 1 is the slow one. Expect days, because contracts sit with legal, finance, and individual deal owners. Steps 3 to 5 go quickly once the documents are in hand. Step 6 only works if reviewer two has the documents and the tie-break rules, not reviewer one's notes. If the grades disagree, the cause is almost always one of three things: a family resolved differently, a client definition read differently, or a missing start event. Write down which one it was. Recurring disagreement types tell you which rule needs tightening.

## How does off-limits clearance go wrong?

Clearance fails in seven predictable ways. Each produces a wrong grade that looks right. These failures are the core of the standard, so check for every one on every list.

1. **A reciprocal list passed off as a one-way policy.**
   - *False positive:* an entry graded unilateral whose text says "agreement with X" or "and vice versa."
   - *Check:* search the flag text and related emails for "agreement," "special," and "mutual." Any hit gets escalated.
2. **A vendor clause applied as if it binds you.**
   - *False positive:* a customer no-hire clause covering all of the vendor's staff, enforced as Restricted without question.
   - *Check:* compare its scope with the language the FTC voided in Adamas, which covered all employees and not just those staffed to the customer. If it matches, escalate.
3. **Family resolution stops at accounting parents.**
   - *False positive:* a JV or a PE minority holding graded Open.
   - *Check:* GLEIF does not capture ownership-percentage links, so verify every JV and minority stake by hand against deal and fund records.
4. **No expiry date.**
   - *False positive:* an open-ended "life of agreement" term still enforced after the contract ended.
   - *Check:* every Restricted and Hands-Off row has a calendar end date. Rows without one get blocked.
5. **The portfolio list goes stale.**
   - *False positive:* an exited company still Hands-Off, or a new acquisition graded Open.
   - *Check:* re-pull the fund's portfolio page every quarter and on every announced deal. No published procedure exists for this, so the trigger is yours to set.
6. **Inbound and outbound treated the same.**
   - *False positive:* a self-referred candidate rejected because their employer is Restricted.
   - *Check:* record who made first contact, with date and channel, and apply the restriction's inbound rule.
7. **Reading Aya as a safe harbor.**
   - *False positive:* a standalone non-solicit with no underlying deal marked ancillary because "a court upheld a permanent clause once."
   - *Check:* Aya is a Ninth Circuit decision and turned on a genuine collaboration. No filed deal behind the clause means escalation.

> **Watch out:** The flag text is the evidence
>
> In the DOJ High-Tech case, Apple placed Google on its internal "Do Not Call List," and Google described listed companies as having "special agreements with Google." An Adobe HR VP wrote that the CEOs "have an agreement that we are not to solicit ANY Apple employees, and vice versa."

Three features of that wording turned an internal list into proof of a pact: it named a counterparty, it used the word agreement, and it was reciprocal. At Pixar, senior executives told HR to follow the agreement "and maintain a paper trail." The Apple-Google agreement was not limited by geography, job function, product group, or time period. A unilateral list that cites only its own contract clause leaves no such trail.

> Write every flag as if a regulator will read it, because in the High-Tech case one did.

## How do you apply a company grade to people across markets?

A grade belongs to a company, but you enforce it one person at a time. Seniority bands and employer checks therefore have to survive differences in job titles between markets. A band written in one country's titles quietly misses people in another.

Refolk's index shows how large that gap is, even for one profession:

| Country | Profiles | Top title in sample (n=25) | Share |
|---|---|---|---|
| US | 11,206 | Executive Recruiter | 56% |
| UK | 660 | Executive Search Consultant | 44% |
| US:UK ratio | 17.0x | | |

**11,206 - US profiles in Refolk's index titled Executive Recruiter, Executive Search Consultant, or Executive Search Partner**

The same titles return 660 profiles in the UK, and the most common title differs by country, so title-only checks break at the border.

Three rules follow:

- **Write bands as levels, then list titles per market.** "VP and above in finance" is the band. The US and UK title lists sit underneath it. A clause that says "senior staff" gets a written interpretation in the register so reviewers do not each invent their own.
- **Check the employer against resolved entities, not company names typed by hand.** A candidate at a renamed brand inside a Hands-Off family should still match through your alias table.
- **Search by function, not title string.** When you pull people from a Restricted company to confirm who falls inside the band, describe the role in plain English. Refolk matches the function across title variants, so "executive search consultants in London" and "executive recruiters in the US" do not need separate title lists.

**Clearance register row**

```
Company (as listed):
Resolved family: ultimate parent | direct parents | subsidiaries and brands | JVs and minority stakes checked (Y/N)
Grade: Open / Restricted / Hands-Off / Hold pending counsel
Source type: client contract / fund portfolio / group or JV / vendor or deal / unilateral policy
Source document and clause:
Client definition (from engagement):
Scope: whole family / entity / division / function / geography
Seniority band: level, then titles per market (US: ... | UK: ...)
Legality mark: unilateral / ancillary / escalated (date, counsel name)
Start event: engagement end / last placement / contract signature
End date (YYYY-MM-DD):
Inbound rule: covered / not covered, per clause
Reviewer 1 grade and date:
Reviewer 2 grade and date (blind):
Disagreement and resolution:
Next re-check: quarterly date / on acquisition or exit / on contract expiry
```

*One row per restriction, not per company. A company with two restrictions gets two rows and one grade.*

## How do you keep the register current?

Re-check every grade on three triggers: each quarter, on any acquisition or exit inside a restricted family or fund portfolio, and on each contract's expiry date. Between triggers, the register is the only source anyone consults. A Slack message saying "we don't touch them" is not a restriction.

Run the quarterly pass in this order:

1. Re-download the GLEIF Level 2 file and re-resolve every Restricted and Hands-Off family.
2. Re-pull each fund's portfolio list and diff it against last quarter's.
3. Expire rows whose end date has passed, and downgrade grades where needed.
4. Re-run the wording search for "agreement," "special," "mutual," and "vice versa" across all flags.
5. Re-confirm with counsel that the federal worker guidelines are still current.

Every ATS flag should follow one pattern. The escalation note should give counsel what they need in one read.

**ATS flag and escalation wording**

```
RESTRICTED - [entity or division], [seniority band], [function or geography if limited]
Source: [document name], clause [number]. Ends [YYYY-MM-DD]. Inbound: [covered / not covered].

HANDS-OFF - [ultimate parent] and all resolved entities, all levels
Source: [document name], clause [number]. Ends or review by [YYYY-MM-DD].

HOLD - [company], legal review opened [YYYY-MM-DD]. Do not contact.

Escalation to counsel
Clause (verbatim): [quote]
Parties and date signed: [names, date]
Underlying deal: [the collaboration it attaches to, or "none found"]
Direction: [one-way / reciprocal]
Scope versus deal: [staff on the engagement only / all counterparty staff]
Fee or buyout terms: [quote, or "none"]
Question: Should this be marked unilateral, marked ancillary, or withdrawn?
```

*Replace the bracketed fields. Never write "agreement with", "special", "mutual", or "vice versa" in a flag.*

#### Before any target list goes to outreach

- [ ] Every company on the list has a resolved family, with JVs and minority stakes checked by hand.
- [ ] Every Restricted row names scope, seniority band, source clause, start event, and a calendar end date.
- [ ] Every Hands-Off row cites a clause and an end or review date.
- [ ] Every restriction is marked unilateral, ancillary, or escalated, and every escalated company is on a dated hold.
- [ ] No flag text contains "agreement with", "special", "mutual", or "vice versa".
- [ ] A second reviewer graded every company blind, and every disagreement is written in the register.
- [ ] Each fund-portfolio extension was checked against a portfolio list pulled this quarter.
- [ ] Seniority bands list titles for every market being searched.
- [ ] First-contact direction is recorded for every candidate from a Restricted or Hands-Off company.
- [ ] Re-check dates are set for the next quarter, for acquisitions and exits, and for each contract expiry.

Adopt the standard by putting the default duration and the client-definition clause into your engagement template, then run one live target list through all seven steps with two reviewers. The disagreements from that first list will show you which tie-break rule your team needs to write more tightly.

## Frequently asked questions

### Is a no-poach agreement illegal for recruiters?

An agreement between employers not to solicit or hire each other's staff can be. The DOJ/FTC worker guidelines say a no-solicit or no-cold-call agreement counts even if hiring is still possible, and that DOJ may bring felony charges against both individuals and companies. In Aya v. AMN, a one-way non-solicit attached to a genuine collaboration was upheld under the rule of reason. Send anything reciprocal or standalone to counsel before anyone enforces it.

### Can we recruit from our customers' employees?

Usually the limit comes from what you signed, not from the customer relationship. Check customer contracts, MSAs, and deal documents for non-solicit or no-hire clauses, including fee-based ones, because the FTC's Adamas complaint counts restrictions imposed through fees as no-hire terms. If a clause exists, grade the customer Restricted at that clause's scope. If none exists, any decision to stay away is your own unilateral policy, and you should write it down as one.

### How long should an off-limits period last?

There is no industry standard. AESC expects off-limits terms in the written agreement but sets no duration. Practitioner conventions range from one to two years after the search ends to at least one year from the last placement, and some run open-ended for the life of a supplier agreement. Pick one default, write it into every engagement, and give every restriction a start event and a calendar end date.

### Does a private equity fund's off-limits cover the whole portfolio?

Often it does, by expectation. Practitioner guidance says a fund that hires a search firm usually expects hands-off treatment across its entire portfolio. That expectation binds you only as far as the engagement terms say, so cite the clause. Portfolios change every quarter and nobody has published a procedure for updating lists after acquisitions or exits, so re-pull the fund's portfolio every quarter and whenever a deal is announced.

### Does off-limits apply if the candidate approaches us first?

Usually not. Practitioner guidance says off-limits does not usually cover candidates who approach the firm on their own. The contract wording decides, though, so record an inbound rule on each restriction. For every candidate from a Restricted or Hands-Off company, record who made first contact, with the date and channel, so you can show the approach was theirs if anyone asks.

### What should an off-limits flag in the ATS say?

It should name the scope, the seniority band, the source document and clause, and the end date, and nothing else. Never put a counterparty's name next to words like agreement, special, mutual, or vice versa. In the DOJ High-Tech case, internal do-not-call lists that named counterparties and described special agreements became evidence of pacts between employers.

---

*From the Refolk guide library. I revise these guides rather than replacing them, so the current version is always at https://www.refolk.ai/guides/off-limits-clearance-standard*