Many contracts use a bundle of targeted covenants rather than one broad restriction. Courts are generally more comfortable enforcing narrower clauses.
Non compete clauses
Highest scrutinyA non compete clause restricts you from working for a competitor or setting up a competing business for a defined period.
Common drafting patterns
- You must not be employed by, engaged by, or interested in a competing business
- You must not provide services similar to those you provided in the last 12 months
- You must not be involved in any business that competes with any group company
Where it often becomes overbroad
- The competitor definition covers the whole industry, not direct competitors
- Restricted activities are not tied to your actual role
- Geography is missing, or worldwide by default
- It applies to group companies you never worked with
Non solicitation clauses
Often decisiveNon solicitation usually restricts actively approaching your former employer’s customers or clients.
A well drafted clause usually limits scope to
- Clients you worked with, managed, or had material contact with
- A sensible look back period, often 6 to 12 months
- A clear definition of solicit as active targeting, not passive acceptance
If you are joining a competitor, this covenant often decides whether bringing business across is safe.
Non dealing clauses
Commercially harshNon dealing can be stricter than non solicitation. It may prevent you doing business with certain clients even if they approach you first.
This can be commercially severe because it removes the "they came to me" defence. If drafted broadly, for example covering any client of any group company whether or not you knew them, enforceability becomes more questionable.
Non poaching clauses
Team stabilityNon poaching restrictions limit recruiting or encouraging colleagues to leave. Employers use them to prevent team raids after a move to a competitor or a new venture.
Overreach signs
- It applies to the entire organisation, not your area
- It includes contractors or agency workers you never worked with
- The restricted period is long and not connected to any realistic risk
Other clauses that can limit you even without a non compete
Even if your contract has no non compete clause, you may still be constrained by confidentiality and trade secret obligations, return of property rules, data deletion duties, intellectual property clauses, and notice or garden leave provisions.
- Confidentiality and trade secret obligations, often with no end date
- Return of property and data deletion obligations
- Intellectual property assignment and inventions clauses
- Notice and garden leave provisions that can function like a temporary non compete
Related reading: Employment contract clauses checklist.