# Directly or Indirectly > Directly or Indirectly means acting alone, jointly, or in another's stead, in any role or relationship. **Term:** Directly or Indirectly **Last updated:** 2026-07-29 ## Definition ## What Directly or Indirectly Means in a Contract The phrase "directly or indirectly" is a coverage device. It tells the reader that a rule, whether it is a restriction, a payment obligation, a disclosure duty, or a prohibition, applies regardless of the mechanism used to achieve the outcome. A party cannot escape liability simply by routing an act through a subsidiary, an agent, a family member, or a contractor rather than performing the act personally. This wording is common in non-compete clauses, anti-bribery provisions, confidentiality undertakings, and change-of-control definitions. For example, a non-solicitation clause might prohibit a former employee from "directly or indirectly" soliciting clients, which prevents that person from simply asking a friend or new employer to make the approach instead. The phrase effectively extends the reach of the obligation beyond the literal, first-person act. Because the phrase is so broad, it is often paired with definitions of "acting in concert" or "affiliate" so that the parties understand exactly which intermediaries or relationships are captured. Without such context, courts interpreting the law governing the contract will look at the ordinary meaning of the words and the surrounding clause to decide how far the coverage extends. ## How Directly or Indirectly Is Defined or Measured Most contracts do not define "directly or indirectly" as a standalone term. Instead, the phrase draws its meaning from the verb or obligation it modifies. If the clause prohibits a party from "directly or indirectly owning an interest" in a competitor, the test becomes whether the party has any beneficial, contingent, or nominee interest, not just a registered legal interest. Measurement typically turns on control, benefit, or instruction. A party acts indirectly if it instructs, funds, benefits from, or has decision-making influence over another person's conduct, even without personal involvement. Drafters sometimes list illustrative examples to sharpen this test, such as: - Acting through a spouse, relative, or nominee - Acting through a subsidiary, parent, or affiliated entity - Acting through an agent, consultant, or contractor engaged for that purpose - Providing financial or other support that enables a third party to carry out the prohibited act Where the term appears in a