Virginia Freelance Contract Review
Virginia is one of the few states whose non-compete ban names independent contractors directly. Va. Code 40.1-28.7:8 treats a contractor paid an hourly rate below Virginia's median hourly wage as a "low-wage employee", and a client cannot enter into, enforce or even threaten a non-compete against them. Virginia has kept tightening the statute since 2020, with amendments taking effect July 1, 2025 and July 1, 2026.
Non-compete / non-solicit in Virginia
Non-competes limited
Non-competes and non-solicits for freelancers in Virginia
Banned for FLSA non-exempt (overtime-eligible) employees since July 1, 2025, except those paid mainly through sales commissions, incentives or bonuses, and for exempt employees earning below the state average weekly wage, about $78,365 a year in 2026. For agreements made from July 1, 2026, it is unenforceable against an employee fired without cause unless severance disclosed at signing is paid, and new agreements with health care professionals are banned.
Client contracts often include a non-solicitation clause, sometimes an overbroad one that tries to bar you from an entire industry. Whatever Virginia allows, narrow it to the client's own staff and named customers, for a short period, before you sign.
Freelancer payment protection in Virginia
Virginia does not yet have a dedicated freelance payment-protection law (New York, Illinois and California have statewide laws), so your contract is your main protection against late or non-payment. Insist on a deposit, milestone payments tied to dates, and a kill fee if the client cancels.
Who owns your work
Under the federal Copyright Act, work is not automatically “work for hire” for an independent contractor, it takes a written assignment. Read whether the contract assigns only the final deliverables or reaches your concepts, drafts, and pre-existing tools, and add a carve-out for the reusable methods you bring to every project.
When is a Virginia freelancer protected from a non-compete?
The statute covers an individual who has independently contracted with another person and is paid at an hourly rate below the median hourly wage for the Commonwealth for all occupations, as reported by the US Bureau of Labor Statistics for the preceding year. The figure moves each year, so compare your effective hourly rate with the latest BLS number.
A client that enters into, enforces or threatens to enforce a barred non-compete faces a civil penalty of $10,000 per violation, and employers must post a copy or approved summary of the law.
What changed in 2025 and 2026?
From July 1, 2025, SB 1218 extended the ban to employees entitled to federal overtime, regardless of earnings. From July 1, 2026, SB 170 makes a non-compete unenforceable against an employee fired without cause unless they receive severance or other pay disclosed when the covenant was signed. Those two changes are written for employees.
Above the median, contractor restrictions are judged on reasonableness. Virginia courts look hard at overbroad wording, so keep any clause short and specific.
What should a Virginia freelancer do with a non-compete in a draft contract?
Check your effective hourly rate under the contract against the current BLS median. If you fall below it, the covenant is barred and the client should remove it. If you are above it, ask for a shorter term and a list of named customers. The 2026 severance rule protects employees, so it does not change a pure contractor agreement.
Virginia sources checked 2026-10-09: Va. Code 40.1-28.7:8 · Greenberg Traurig, Virginia SB 170 (2026) · Troutman Pepper, changes to Virginia's noncompete statute (2025). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Virginia freelance contract
- Non-compete / non-solicit enforceability under Virginia law
- IP assignment and work-for-hire scope, with a pre-existing-tools carve-out
- Payment terms, deposit, milestones, and a kill fee
- Unlimited "reasonable" revisions with no cap
- Payment gated on subjective client approval
- Liability caps and indemnification
Virginia freelance contract FAQ
Can a client make me sign a non-compete in Virginia?
In Virginia, non-competes are enforceable only in limited cases. Banned for FLSA non-exempt (overtime-eligible) employees since July 1, 2025, except those paid mainly through sales commissions, incentives or bonuses, and for exempt employees earning below the state average weekly wage, about $78,365 a year in 2026. For agreements made from July 1, 2026, it is unenforceable against an employee fired without cause unless severance disclosed at signing is paid, and new agreements with health care professionals are banned. As a freelancer, push to narrow any restriction to the client's actual customers and a short term.
Does Virginia protect freelancers from late or non-payment?
As of October 2026, Virginia does not have a dedicated "Freelance Isn't Free" style payment-protection law (New York, Illinois and California have statewide laws). So your contract's payment terms, milestones, deadlines, a kill fee, are your main protection. Make them specific.
Who owns the work I create for a Virginia client?
Under US copyright law, work is not automatically "work for hire" for an independent contractor, it requires a written assignment. Read whether the contract assigns only the final deliverables or sweeps in your concepts and pre-existing tools, and add a carve-out for your reusable methods. This is federal law and applies in Virginia.
Does a Virginia non-compete apply to an independent contractor?
Virginia is one of 13 jurisdictions allowing them only in restricted circumstances. Banned for FLSA non-exempt (overtime-eligible) employees since July 1, 2025, except those paid mainly through sales commissions, incentives or bonuses, and for exempt employees earning below the state average weekly wage, about $78,365 a year in 2026. For agreements made from July 1, 2026, it is unenforceable against an employee fired without cause unless severance disclosed at signing is paid, and new agreements with health care professionals are banned. Contractor restraints are often argued differently from employee ones, since the bargain and the bargaining power differ, so how you are actually engaged matters as much as the label on the agreement.
If the restriction in my Virginia agreement is too broad, what happens?
An overbroad restriction is struck down in full, not narrowed. That works in your favour: an employer who overreaches risks losing the restriction altogether rather than having it trimmed, which is real leverage when you ask for it to be narrowed.
Does it matter which state's law the agreement names?
It can, because Virginia's neighbours do not all agree: Kentucky (generally enforceable), North Carolina (generally enforceable), West Virginia (generally enforceable). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing a freelance contract.
How do I know if I count as a low-wage contractor in Virginia?
Work out your effective hourly rate from the contract, then compare it with the median hourly wage for all occupations in Virginia published by the US Bureau of Labor Statistics for the preceding year. If you earn less, Va. Code 40.1-28.7:8 bars the client from using a non-compete against you. Commission-based pay is treated differently, so check how your fee is structured.
What happens if a Virginia client threatens to enforce a banned non-compete?
Threatening enforcement is itself a violation. The Commissioner of Labor and Industry can impose a civil penalty of $10,000 for each violation. Keep any letters or emails in which the client asserts the restriction, and consider getting advice on your own remedies, since a void covenant cannot be used to stop your work.
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Virginia rules summarized as of October 2026; laws change and localities may add their own. This is automated educational information, not legal advice. ClauseAudit verifies current Virginia law when you run your contract, and you should confirm anything critical with a qualified attorney.