Restrictive covenants are post-employment restrictions that attempt to prevent you from competing with your employer, taking their clients, or poaching their staff after you leave. In the UK, they are presumed unenforceable unless they protect a legitimate business interest and are no wider than necessary. That presumption matters — but it doesn't mean you can simply ignore them. The cost of litigation is real even when you'd likely win.
What is a Restrictive Covenants?
UK employment contracts typically contain four types of restrictive covenant: (1) Non-compete: prevents you working for a competitor for a period; (2) Non-solicitation: prevents you approaching former clients; (3) Non-dealing: prevents you doing business with former clients even if they approach you; (4) Non-poaching: prevents you recruiting former colleagues. These are post-termination restrictions and must be justified by reference to a legitimate protectable interest.
Red flags to watch for
For most employees, restrictions longer than 6 months are difficult to justify. Senior employees with genuine access to strategic information may attract longer restrictions, but broad multi-year restrictions are routinely unenforceable.
Geographic scope must match the actual area of your role. A worldwide restriction for a regional sales manager is almost certainly unenforceable, but you'd need a court ruling to confirm it.
Non-dealing prevents you doing business with clients even if they contact you unsolicited — this is significantly wider than non-solicitation and courts scrutinise it more closely.
UK courts assess restrictions based on the role at the time they were entered into. If you signed broad restrictions as a junior employee but were never updated them on promotion, they may be disproportionate to your senior role.
A covenant that bundles non-compete, non-solicitation, and non-dealing into a single clause may be wholly void if any part of it is unenforceable, depending on how it's drafted.
Your legal rights
Under English law, restrictive covenants are in restraint of trade and are presumed void unless the employer can show: (1) a legitimate protectable interest (trade secrets, customer connections, workforce stability); and (2) the restriction goes no further than necessary to protect it. Courts will not "blue pencil" an unreasonable covenant to make it reasonable — they will either enforce it as written or void it entirely. If your employer breaches the employment contract (e.g., wrongful dismissal), you may be released from post-termination restrictions.
Questions to ask before you sign
- 1What specific legitimate business interest does each restrictive covenant protect?
- 2How long do the restrictions last, and what is the geographic scope?
- 3Does the contract contain non-dealing as well as non-solicitation restrictions?
- 4Are the restrictions consistent with the seniority of my role?
- 5What happens to the restrictions if my employer terminates me without notice?
Disclaimer: This guide is for educational purposes only and does not constitute legal advice. Contract law varies by jurisdiction and individual circumstances. Always consult a qualified legal professional before making decisions based on this information.