What Are Restrictive Covenants?
Restrictive covenants are contractual promises that restrict your activities after you leave a job. They're designed to protect the employer's business — its client relationships, confidential information, and competitive position — during the vulnerable period after a key employee departs.
Most employment contracts contain at least one type of restrictive covenant. Senior roles typically contain several. The problem is that many employees don't read them carefully at the point of signing — and only discover their impact when they try to leave.
Non-Compete Clauses
A non-compete prevents you from joining a competitor or starting a competing business for a defined period after leaving. It's the broadest type of restrictive covenant and the hardest for employers to enforce, because it directly limits your ability to earn a living.
For a non-compete to be enforceable, the employer must show it protects a legitimate business interest (not just a desire to prevent competition), is reasonable in duration (typically 3–12 months in the UK), and is reasonable in scope (limited to genuine competitors, not your entire industry).
For a detailed comparison of UK and US enforceability, see: Non-Compete Clauses: UK vs US
Non-Solicitation Clauses
A non-solicitation clause prevents you from actively approaching or pursuing your former employer's clients after you leave. This is narrower than a non-compete — you can still work in the same industry, you just can't go after specific clients.
Non-solicitation clauses are more consistently enforced than non-competes because they are more proportionate. However, the devil is in the detail:
- Does the clause only prevent you from soliciting clients you personally worked with, or all of the company's clients?
- Does it prevent you from working with a former client who approaches you independently (a ‘non-dealing’ clause by another name)?
- Is there a time limit? Non-solicitation without a defined period is likely unenforceable.
Non-Dealing Clauses
A non-dealing clause goes further than non-solicitation: it prevents you from working with your former employer's clients even if they approach you. You don't need to solicit them — the restriction is on any dealings at all.
Non-dealing clauses are harder for employers to enforce because they restrict even passive business. If a former client finds you independently and wants to work with you, a non-dealing clause prevents you from accepting. Courts scrutinise these more closely, particularly if the scope is broad.
Non-Poaching Clauses
A non-poaching (or non-solicitation of employees) clause prevents you from recruiting your former colleagues to join you at a new employer or venture. This protects the employer from losing multiple employees at once when a senior person departs.
These are generally considered reasonable and enforceable if they are time-limited (typically 6–12 months) and limited to employees you directly worked with or managed.
Confidentiality Obligations
Confidentiality clauses survive indefinitely in most contracts — there's no expiry date on your obligation not to disclose trade secrets or proprietary information. Unlike other restrictive covenants, confidentiality obligations are not subject to the same reasonableness test because protecting genuinely confidential information is always considered a legitimate interest.
The risk area: clauses that define ‘confidential information’ so broadly that they effectively prevent you from using general skills and knowledge gained during employment. Your general expertise, industry knowledge, and professional skills are not confidential information — but a poorly drafted clause might try to claim otherwise.
Garden Leave
Garden leave is not strictly a restrictive covenant, but it works alongside them. During garden leave, you remain employed (and paid) but are not required to attend work or contact clients. Your employer uses it to create a buffer period during which you lose touch with clients and market intelligence before your post-termination restrictions begin.
The combined effect matters: a 3-month garden leave period followed by a 12-month non-compete means 15 months before you can freely compete. When assessing your contract, always calculate the combined restriction period, not each element in isolation.
What Fair Looks Like
Reasonable restrictive covenants typically share these characteristics:
- Duration — 3 to 12 months for most restrictions. Shorter for junior roles, longer for senior roles with genuine access to strategic information.
- Scope — limited to clients you personally worked with, or a defined list of competitors, rather than entire industries.
- Geography — relevant to where you actually worked or where the employer's clients are located, not blanket global restrictions.
- Proportionality to your role — the same restrictions should not apply identically to a junior employee and the CEO. Covenants should reflect your actual access to clients and confidential information.
Upload your employment contract to BeforeYouSign — we identify every post-termination restriction, explain what each one limits, and flag anything that looks disproportionate. From $9.99, no account required.
Scan Your ContractFAQ
Can I ignore restrictive covenants if they seem unreasonable?
Not safely. Even if a covenant is likely unenforceable, breaching it invites legal action. The employer may seek an injunction (a court order preventing you from working), which means you could face legal costs and disruption even if you ultimately win. The safer approach is to negotiate the terms before signing, or take legal advice before breaching them.
Do restrictive covenants apply if I'm made redundant?
Technically yes — restrictive covenants survive termination regardless of the reason. However, courts are less sympathetic to employers enforcing covenants against employees they chose to let go. In practice, enforceability is weaker in redundancy situations.
Can restrictive covenants be added after I've started the job?
New restrictive covenants introduced after employment has started require fresh consideration — typically a pay rise, promotion, or other tangible benefit. A covenant imposed without consideration may not be enforceable. This is another reason to read carefully before you sign the initial contract.
Related: Employment Contract Red Flags · Non-Compete Clauses: UK vs US
BeforeYouSign is an AI-powered educational tool. It does not provide legal advice. Always consult a qualified legal professional before making binding legal decisions.