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UK employmentRestrictive covenantsLast updated 5 March 2026
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A Complete Guide to Restrictive Covenants in UK Employment Contracts

Restrictive covenants, sometimes called post termination restrictions, can decide whether you can take your next job, keep your clients, hire former colleagues, or launch your own business. This guide explains what these clauses mean in practice and how to spot wording that is wider than it needs to be.

If you want your actual wording extracted and summarised, Vordex can scan your contract and pull out every restriction, including schedules and documents incorporated by reference.

Plain EnglishWhat the clause means in real life
Scope firstDefinitions decide the true restriction
Exit readyBuilt for resignation and next move planning

What are post termination restrictions

Post termination restrictions, sometimes shortened to PTRs, are clauses that limit what you can do after your employment ends. They are designed to protect the employer during the period when you leave with knowledge, contacts and credibility.

Where restrictive covenants show up

  • Your employment contract or executive service agreement
  • Offer letters and any schedules attached to them
  • Commission, bonus, or incentive plan terms, sometimes incorporated by reference
  • Share plan and equity documents for senior roles
  • Settlement agreements at exit, often adding new restrictions

The detail most people miss

A restriction is not automatically enforceable just because you signed it. In the UK, restraints of trade are treated cautiously. Employers typically need to show that the clause is necessary and reasonable to protect a legitimate business interest.

Reasonableness testWording matters

When do restrictions start and how long do they last

Restrictions usually run from your termination date. Timing can become messy if you have a long notice period, garden leave, pay in lieu of notice, or a clause that reduces the restricted period by time spent on garden leave.

Why set off wording matters

If your contract does not include a set off clause, you can face a practical double hit: a long period on garden leave followed by a full post termination restriction. Whether the overall effect is reasonable depends on the facts, but the risk is real.

What to locate immediately

When you read a restrictions clause, focus on definitions. They control the real scope.

  • Restricted Period: how long the covenant lasts
  • Competitor or Restricted Business: how competition is defined
  • Restricted Activities: what you are forbidden from doing
  • Restricted Customers: which clients and prospects are covered and the look back period
  • Restricted Employees: which colleagues you cannot recruit or encourage
  • Territory: geography, or lack of it

Broad or vague definitions usually mean higher risk.

Analyse your restrictions with Vordex

Scan your contract and extract every post termination restriction, including hidden schedules and incorporated documents.

Breaking down the main types of restrictive covenants

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 scrutiny

A 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 decisive

Non 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 harsh

Non 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 stability

Non 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.

Are restrictive covenants legally enforceable in the UK

Restrictive covenants are not automatically valid. The practical test is usually the same: does the clause protect a legitimate business interest, and is it no wider than reasonably necessary.

1) Legitimate business interests employers can protect
Confidential information and trade secrets
  • Not everything you know is confidential
  • Courts distinguish genuine trade secrets from general skill, experience and know how
  • Over inclusive definitions of confidential information can weaken credibility in a dispute
Client and customer connections
  • If you build key relationships, client focused restrictions are more likely to be justified
  • The risk is usually loss of goodwill and repeat business, not competition in the abstract
Stability of the workforce
  • Anti raid clauses can be legitimate, particularly for leadership and revenue critical teams
  • Overreach is common when clauses cover people outside your reporting line
2) Reasonableness: the levers courts focus on

Courts assess the wording of the covenant, not what an employer says it intended. Four levers tend to matter most.

  • Duration: shorter is easier to justify
  • Scope of activities: usually needs to connect to what you actually did
  • Client or employee scope: avoid clients you never touched and overly long look back periods
  • Geography: should match the employer’s real market and your role’s reach
3) Timing matters: enforceability is judged when agreed

A technical point that catches people out: reasonableness is typically assessed when the covenant was agreed, not when you leave.

  • You signed as a junior employee and later became senior
  • Your role changed but the restrictions were never updated
4) If the clause was added later, was there valid consideration

If an employer introduces a new restrictive covenant after you start work, it usually needs to give something of value in return, such as a pay rise, promotion, new benefits, or a bonus arrangement.

5) The blue pencil problem: courts do not rewrite bad clauses

If a covenant is drafted too broadly, a court may refuse to enforce it. Sometimes a court can remove clearly separable words, but it will not rewrite the clause to make it fair.

6) What happens if you breach a covenant

If an employer believes you are breaching enforceable restrictions, the immediate risk is often an injunction. That can temporarily stop you working, contacting clients, or recruiting people while the dispute plays out.

  • Cease and desist letters to you and sometimes your new employer
  • Injunction applications seeking urgent court orders
  • Damages claims if the employer can prove financial loss
  • Claims against the new employer alleging inducement of breach
A practical, risk managed way to approach your next move

If you have restrictions, treat your transition like a compliance exercise.

  • Keep a clean copy of your signed contract and any later amendments
  • Map what is restricted: competitor, clients, colleagues, geography, duration
  • Avoid taking or storing employer data, client lists, templates, or confidential materials
  • Keep job search and start up planning separate from employer systems and devices
  • If moving to a competitor, agree written boundaries early, including accounts you will not touch

This is not about panic. It is about reducing predictable legal leverage your former employer can use against you.

2026 update: reform of non compete clauses

Policy reform is active again in 2026, but you should not assume the law has already changed. As of early March 2026, there is no statutory cap in force. Enforceability still turns on legitimate interest and reasonableness.

What is already on the public record

A Government response published in May 2023 stated an intention to introduce a statutory limit of three months for non compete clauses in contracts of employment and limb (b) worker contracts in Great Britain.

That proposal was not implemented at the time, so the existing common law position still matters.

What is happening in 2025 to 2026

A Department for Business and Trade working paper was published in November 2025 and closed for responses on 18 February 2026. It explores multiple approaches, including a cap, different caps by employer size, a salary threshold approach, or an outright ban.

On 25 February 2026, the Competition and Markets Authority published its response and supported a combined approach: a ban below a salary threshold with a statutory limit above it.

What this means for your contract today

  • A non compete longer than three months is not automatically void
  • A non compete shorter than three months is not automatically enforceable
  • A statutory limit, if introduced, may become a negotiation reference point rather than a guarantee
  • The common law reasonableness test still matters

The practical impact of reform discussion is leverage. If you are being asked to sign a long non compete now, you have a credible policy direction to point to, even while the final legal position is still being worked through.

Using Vordex to analyse your post termination risks

Guesswork is expensive. Vordex scans your contract and pulls out the exact restrictive covenant wording so you can see what is restricted and what is merely implied.

What Vordex helps you do

  • Find every post termination restriction across the document, including schedules
  • Summarise non compete, non solicitation, non dealing and non poaching scope in plain English
  • Flag definitions that expand restrictions beyond what most people assume
  • Highlight stacking risk across notice, garden leave and covenants
  • Identify wording patterns that often lead to enforceability disputes
  • Generate practical questions you can use for negotiation or exit planning

Choose the depth you need

Start free to see whether your contract contains restrictive covenants and where they sit. Upgrade when the downside is higher.

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FAQs

Quick answers to common restrictive covenant questions.

Are restrictive covenants automatically enforceable in the UK?

No. A restrictive covenant is usually treated as a restraint of trade. Employers typically need to show it protects a legitimate business interest and goes no further than is reasonably necessary on duration, scope and who it covers.

Do restrictions start when I resign or when I leave?

Most post termination restrictions run from your termination date. The picture can be complicated by notice periods, garden leave and pay in lieu of notice. Your contract wording matters.

Can my employer stop me joining a competitor?

Only if a non compete clause is enforceable on its wording and the facts. Courts tend to scrutinise non compete clauses heavily because they restrict your ability to earn a living.

What is the difference between non solicitation and non dealing?

Non solicitation usually targets active approaches to clients. Non dealing can go further by restricting business with certain clients even if they contact you first.

If a covenant was added after I joined, does that matter?

It can. If new restrictions are introduced mid employment, the employer will usually need to provide something of value in return. This is one reason contract change history matters.

Does Vordex provide legal advice on enforceability?

No. Vordex is a decision support tool. It extracts the wording, flags scope and stacking risks, and explains practical implications in plain English. For advice on enforceability or disputes, speak to a qualified UK employment solicitor.

Vordex.co.uk

AI powered contract review for UK professionals. Scan your employment contract for restrictive covenants, pay traps, termination risks, and missing policies before you sign.

This page is designed for UK employment contracts across England & Wales, Scotland, and Northern Ireland. Employment law is broadly aligned across the UK, but wording and market practice can still vary, so for high stakes matters take qualified local advice.

Need official guidance?

For official information on employment contracts and written statements, see GOV.UK and ACAS. For practical help, Citizens Advice can be useful.

GOV.UK employment contracts
GOV.UK written statement
ACAS written statement guidance
Citizens Advice work


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