Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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Hiring great people is hard work - keeping your customers, confidential information and team stable when those people move on can be even harder. That’s where employment restrictive covenants come in. Used well, they protect your legitimate business interests without being unfair to employees. Used poorly, they’re ignored by courts and give you a false sense of security.
In this guide, we’ll unpack the meaning of restrictive covenants in employment, whether they’re enforceable under UK law, the types you can use, and how to draft them so they stand up when you need them. We’ll also cover practical enforcement tips and smarter alternatives you can use alongside covenants.
What Do Restrictive Covenants In Employment Actually Mean?
In plain English, restrictive covenants are clauses in an employment contract that limit what an employee can do during employment and, crucially, for a period after leaving your business. The idea is not to “punish” someone for getting a new job. It’s to prevent unfair competitive behaviour that could damage your business - for example, walking out with your client list or poaching your key team.
Under UK law, restrictive covenants are a form of “restraint of trade”, which means the default position is that they’re void unless they’re no wider than reasonably necessary to protect a legitimate business interest. In practice, that means you can’t stop a former employee working anywhere they like just because you don’t want competition. You can, however, use tailored restrictions to protect things like your customer relationships, confidential information and workforce stability.
These clauses sit within an employee’s contract terms. If you don’t already have a robust written agreement in place, start with a clear Employment Contract and add post-termination restrictions that match the role’s risk profile.
Are Restrictive Covenants Enforceable In The UK?
Yes - if they’re reasonable and designed to protect a legitimate business interest. UK courts won’t enforce a covenant just because it exists. They’ll ask: what are you protecting, and is this the narrowest way to do it? If your clause passes that test, it stands a good chance of being upheld.
What Counts As A Legitimate Business Interest?
Common protectable interests include:
- Confidential information and trade secrets (e.g. customer pricing, product roadmaps, algorithms)
- Customer connections and goodwill (the relationships your employees build on your behalf)
- Workforce stability (preventing targeted poaching of your team)
General protection from competition itself is not a legitimate interest. The covenant must connect to one of the interests above and go no further than necessary.
How Do Courts Judge “Reasonableness”?
Courts look at reasonableness at the time the contract was signed, not with hindsight. They consider:
- Duration of the restriction - shorter is easier to justify; months are more common than years
- Geographic scope - limit the radius or territory to where the employee genuinely operated
- Scope of activities - target only the competitive activities that pose a real risk
- Seniority and access - more senior roles with deep access justify tighter restrictions
- Industry norms - what’s typical in your sector for similar roles
As a useful sense-check on duration, it’s worth reading about 12-month non-compete clauses and when they might be justified, and the broader question of how long restrictive covenants last in UK practice.
There’s also the “blue pencil” doctrine: courts can strike out clearly severable, overbroad words to salvage a clause, but they won’t rewrite it for you. So the cleaner your drafting, the better your enforcement prospects.
Keep an eye on policy changes too. The UK government has consulted on capping non-compete clauses in employment contracts to three months. Proposals aren’t in force at the time of writing, but it’s sensible to plan for shorter non-compete durations and rely more on narrowly tailored non-solicitation and confidentiality protections.
Which Types Of Employment Restrictive Covenants Can You Use?
Different restrictions protect different risks. You don’t need all of them for every role - choose the right tools for the job and tailor them to the employee’s responsibilities.
1) Non-Compete
Prevents a former employee from joining a competing business or setting up in competition for a defined period, in a defined territory, and in a defined capacity. Non-competes are the most intrusive and therefore the hardest to justify. Courts expect strong, role-specific reasons and careful limits on duration, location and scope. For deeper guidance on drafting fair and enforceable non-competes, see non-compete clauses.
2) Non-Solicitation Of Customers
Prevents a former employee from approaching, soliciting or dealing with customers or prospective customers they had contact with during a recent period. These are generally more enforceable than non-competes because they directly target the risk to your goodwill. Make sure you define “customer” sensibly (e.g. those they had material contact with in the previous 12 months). Practical nuances are covered in this guide to a non-solicitation clause.
3) Non-Dealing
Goes a step further than non-solicitation by preventing the employee from doing business with those customers at all, even if the customer approaches them. Because it’s broader, it needs strong justification and careful scoping to pass the reasonableness test.
4) Non-Poaching / Non-Solicitation Of Staff
Stops a departing employee from enticing colleagues to leave and join them at a competitor. These are commonly enforceable for reasonable periods, particularly for senior leaders or those with managerial influence.
5) Confidentiality (Non-Disclosure)
Restricts disclosure or use of your confidential information during and after employment. This is fundamental, and courts are generally willing to enforce it where the information is genuinely confidential and adequately identified. For more robust protection, pair your contract terms with a standalone Non-Disclosure Agreement where access to sensitive information is shared outside normal employment channels.
6) Garden Leave
Requires employees to sit out their notice period away from customers, deals and sensitive data while still on payroll. Proper garden leave can reduce the need for long post-termination restrictions by allowing confidential information to “go stale” and giving you time to secure customer relationships.
How To Draft Restrictive Covenants That Stand Up
This is the part that makes or breaks enforcement. A few practical drafting principles go a long way.
Tailor The Clause To The Role
Copy-paste, one-size-fits-all restrictions undermine your chances in court. Base your clause on the employee’s seniority, access to information, territory, customers and actual responsibilities. For example, a sales manager with a regional portfolio can justify a regional non-solicit; a junior internal analyst, probably not.
Be Precise And Measured
Define terms like “Competing Business”, “Customers”, “Restricted Territory” and “Restricted Period” with care. Use reasonable look-back periods for customer contacts (often 6–12 months). Keep durations as short as you can while still protecting your interest, and consider tiered durations (e.g. 6 months for non-solicit, 3 months for non-compete) where justified.
Reflect Genuine Business Interests
Link the restriction expressly to the interests you’re protecting - confidential information, customer connections, workforce stability. Courts read the whole agreement and its commercial context, so this linkage helps demonstrate reasonableness.
Pair With Strong Confidentiality And IP
Restrictive covenants aren’t a silver bullet. Back them up with clear confidentiality obligations, IP ownership clauses and practical controls (access, offboarding, reminders). Your written Staff Handbook and internal policies about confidentiality, data handling and post-termination obligations should mirror what’s in the contract. If you’re formalising confidentiality practices, these tips on workplace confidentiality policies can help align your documentation.
Keep The Clause Fresh (Variation On Promotion)
Reasonableness is judged at the point of agreement. If an employee is promoted to a much more senior role, consider reissuing the contract (with proper consideration and consent) so the restrictions match the new risk profile. Courts are less impressed by trying to stretch an old junior-level clause to fit a now-senior role.
Use The Right Mix Of Restrictions
Non-competes are not the default. Often, a combination of non-solicit, non-deal and non-poach, supported by confidentiality and garden leave, gives stronger and more enforceable protection than a single broad non-compete. If you do include a non-compete, keep it narrow in activities, territory and time. For perspective on balancing fairness and protection, review the guidance on non-compete clauses.
Don’t Forget The Basics
Enforceability improves when the rest of the agreement is professionally prepared and internally consistent. That means clear job duties, notice periods, pay terms and a well-structured Employment Contract. Courts take a dim view of employers who want to enforce post-termination restrictions while being casual about their own contractual obligations.
Enforcing Restrictive Covenants: What Happens In Practice?
Good drafting is half the battle. The other half is how you act when someone resigns or you discover a breach.
Plan The Exit
Handle resignations professionally. Confirm the notice period and whether you’ll exercise garden leave. Remind the employee of their post-termination restrictions, confidentiality obligations and return of property requirements. Collect devices, revoke access and secure client relationships promptly but calmly - you’re building the evidential trail that supports enforcement if needed.
Send A Targeted Letter Before Action
If you have evidence of planned or actual breach (e.g. soliciting a key customer), a firm, targeted letter to the ex-employee and their new employer is often enough to resolve matters. The letter sets out the covenants, the legitimate interests at stake, the specific breach, and the remedy you require (usually undertakings and disclosure). Many disputes end here with undertakings not to breach and a sensible plan to separate accounts and contacts.
Seek An Interim Injunction (If Necessary)
Where the risk is urgent and serious - for example, ongoing solicitation of your top accounts - you can seek a without-notice or urgent interim injunction from the High Court to stop the behaviour pending a full hearing. Courts weigh the merits, whether damages would be adequate, and the balance of convenience. If granted, expect to move quickly to a return hearing and provide a cross-undertaking in damages.
Damages And Disclosure
Alongside or instead of injunctive relief, you can pursue damages (or an account of profits) for losses caused by breach. Disclosure orders may compel the ex-employee to identify who they’ve contacted and hand over devices for forensic inspection. Whether this is proportionate depends on the scale of the breach and the commercial value at stake.
Think Commercially
Litigation is expensive. Even when you’re in the right, it’s often better to secure undertakings and a clean separation than to fight to the bitter end. A swift, strategic response usually protects your business with less disruption. If a particular covenant looks borderline, lean on the narrower ones (non-solicit, non-poach) and your confidentiality rights - these often carry the day.
Smarter Alternatives And Complements To Restrictive Covenants
Even the best-drafted clause works best as part of a wider protection strategy. Consider the following building blocks.
Stronger Confidentiality Culture
Limit access to sensitive data, track downloads, and reinforce obligations regularly in policies and training. Make sure contracts, NDAs and policies all use consistent definitions of “Confidential Information”. A tailored Non-Disclosure Agreement still has a place where senior employees or third parties step outside day-to-day roles to see highly sensitive material (e.g. M&A, product strategy).
Customer Relationship Mapping
Spread key relationships across your team so no single person is a “single point of failure”. Use account ownership plans and CRM discipline. If someone resigns, you’ll have a clear, documented handover process and evidence of who had contact with which clients during the look-back period.
Garden Leave And Handover
Where justified, use garden leave to cool off confidential information, manage handovers and reduce the need for lengthy post-termination restrictions. It’s measurable, predictable and tends to be more palatable to courts than broad non-competes.
Role-Based Covenant Libraries
Create a library of role-specific restrictions (sales, tech, leadership) rather than a single template. That way, every new hire gets terms that actually match their risk profile. As roles evolve, issue updated terms with consent. If you later need to enforce a clause, you’ll be able to show it was crafted for the job, not copy-pasted.
Contractor And Senior Executive Variants
Similar principles apply in contractor agreements and senior executive contracts, but the drafting approach can differ. For senior hires, use carefully calibrated non-solicit and non-deal covenants supported by garden leave. For contractors, ensure the restrictions are proportionate to access and that IP assignment and confidentiality are watertight; pairing them with a tightly-scoped Non-Disclosure Agreement can be effective.
Use The Right Mix Of Clauses
If you’re deciding whether to include a non-compete at all, weigh up whether targeted non-solicit and non-deal clauses will do the job. Courts often favour narrower protections; this insight underpins much of the practical advice in our guides to non-compete clauses and the scope of a non-solicitation clause.
Key Takeaways
- Restrictive covenants in employment mean post-termination limits on a former employee’s activities, designed to protect legitimate business interests like confidential information, customer connections and workforce stability - not to stifle fair competition.
- Are restrictive covenants enforceable in the UK? Yes, if they’re no wider than reasonably necessary. Courts examine duration, territory, scope and the employee’s role at the time of contracting.
- Choose the right types for the risk: non-solicit and non-poach are often easier to enforce than non-compete. Use non-deal covenants where justified and back everything up with strong confidentiality.
- Draft precisely and tailor to the role. Define customers, territory and activities, link the restriction to a real interest, and keep durations as short as sensible. Avoid generic, one-size-fits-all wording.
- Enforcement is about speed and proportionality: manage exits well, gather evidence, seek undertakings, and consider injunctions for serious, ongoing breaches. Keep a commercial mindset.
- Combine covenants with practical measures - garden leave, access controls, policy training and careful handovers - for protection that holds up in the real world.
- Anchor restrictions in a well-drafted Employment Contract and consistent policies from your Staff Handbook. For sensitive projects or senior hires, a targeted Non-Disclosure Agreement adds an extra layer.
- If you’re weighing up durations and scope - especially for non-competes - sense-check against market practice in 12-month non-compete clauses and broader guidance on how long restrictive covenants last.
If you’d like help drafting or reviewing employment restrictive covenants that will actually protect your business, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.
