What Are The Types Of Restraint Clauses? (2026 Updated)

If you're hiring staff, working with contractors, or selling a business, you'll almost always run into "restraint clauses" (also called restraint of trade clauses or restrictive covenants).

They're the parts of an agreement that try to stop someone from using your hard-won business value against you after the relationship ends - like taking your clients, poaching your team, or setting up in direct competition down the road.

But there's a catch: in the UK, restraint clauses aren't automatically enforceable just because they're written into a contract. They need to be reasonable and genuinely necessary to protect something legitimate.

Below, we break down the main types of restraint clauses you'll see in the UK in 2026, when each one makes sense, and how to approach them so you're not relying on clauses that won't hold up when you need them most.

What Is A Restraint Clause (And Why Do Businesses Use Them)?

A restraint clause is a contract term that limits what someone can do during a relationship (like employment) or after it ends (like after a resignation, termination, or sale of business).

In practical terms, restraint clauses are used to protect things like:

• Customer relationships (clients that you introduced them to, or accounts they managed on your behalf)
• Confidential information (pricing, strategies, supplier terms, product roadmap, internal processes)
• Workforce stability (preventing key people being recruited away in a wave)
• Goodwill (especially where someone is selling a business and the buyer needs time to "bed in" the purchase)

You'll most commonly see restraint clauses in:

• employment agreements (especially for senior employees)
• contractor agreements (particularly where contractors interact with customers or core IP)
• shareholders and founder arrangements
• sale of business documents

It's also worth knowing that UK courts generally start from the position that restraints are unenforceable unless the business can show they go no further than reasonably necessary to protect legitimate business interests.

So the goal isn't to make the "toughest" restraint clause - it's to make the right clause, for the right risk, in a form you can actually rely on.

The Main Types Of Restraint Clauses In The UK

"Restraint clauses" is a broad label. In day-to-day business contracts, you'll typically see a mix of the following types - and each one addresses a slightly different risk.

1) Non-Compete Clauses

A non-compete clause restricts someone from working for (or setting up) a competing business for a period of time after leaving.

This is usually the most aggressive type of restraint clause - and the one that gets challenged most often.

Non-competes are more likely to be relevant when:

• the person had access to highly sensitive strategic information (not just general know-how)
• they were a senior employee, director, or a key person in the business
• they could genuinely harm the business by joining a direct competitor immediately

In 2026, non-competes are still common, but the drafting needs to be careful. A one-size-fits-all approach ("no competition anywhere in the UK for 12 months") often causes problems.

If your contract includes a 12-month non-compete, it's worth checking it's defensible for that specific role - because if the clause is too broad, you may end up with something that looks strong on paper but doesn't help you in a dispute.

For some businesses, a standalone Non-Compete Agreement can also be relevant (for example, where the restriction isn't neatly covered by an employment contract, or where you're dealing with a particular commercial relationship).

2) Non-Solicitation Clauses

A non-solicitation clause is designed to stop a former employee (or contractor) from actively approaching and trying to take:

• your customers or clients
• your leads or prospects
• your suppliers (in some industries)
• your staff (this can overlap with non-poaching - see below)

Non-solicitation restraints are often easier to justify than pure non-competes, because they're targeted at the specific relationships you're trying to protect.

It's also a practical clause: it doesn't stop someone from working, but it does stop them from taking the "short cut" of leveraging your relationships as soon as they leave.

Where you're relying on a non-solicitation clause, you'll usually want it to clearly define:

• who counts as a customer (active customers only? customers from the last 6?12 months?)
• what "solicitation" means (direct contact, marketing messages, LinkedIn DMs, indirect approaches through someone else)
• how long the restriction lasts

3) Non-Dealing Clauses

A non-dealing clause goes one step further than non-solicitation.

Instead of only stopping "active poaching", a non-dealing clause typically prevents the person from providing services to (or doing business with) certain customers at all for a period - even if the customer approaches them.

This can be useful where:

• your customer relationships are extremely relationship-driven
• it's hard to prove "solicitation" (because approaches can be subtle)
• the person was the main point of contact for a key account

Because it's a stronger restriction, it needs to be particularly clear and proportionate. Often, the best approach is to limit non-dealing to:

• customers they personally dealt with, or
• customers in a defined business unit/region they were responsible for, and
• a sensible time period that reflects your sales cycle

4) Non-Poaching (Or Non-Raiding) Clauses

A non-poaching clause (sometimes called a non-raiding clause) is aimed at preventing a former employee, founder, or commercial partner from enticing your team to leave.

This matters more than many businesses expect, because staff departures often happen in clusters. If one senior person leaves and immediately recruits the rest of the team, the disruption can be massive - especially for startups and SMEs.

A non-poaching clause often covers:

• employees (sometimes only senior employees, sometimes the full team)
• contractors (if they're effectively part of your workforce)
• a time period that reflects how long it would reasonably take you to replace and stabilise the team

In practice, these clauses can be drafted narrowly (only staff they worked closely with) or more broadly (any employee). The right scope depends on the person's seniority and influence.

5) Confidentiality Clauses (And IP/Information Protections)

Confidentiality clauses are sometimes grouped into "restraints" because they restrict the use and disclosure of business information.

In many cases, a well-drafted confidentiality clause is your first line of defence - and can reduce the need for an aggressive non-compete.

Confidentiality protections are particularly important where:

• your competitive advantage is in pricing, process, or strategy (not just who your customers are)
• the person had access to financials, product plans, or supplier terms
• your business relies on proprietary methods, internal systems, or know-how

Confidentiality obligations often apply both during the relationship and after it ends, and they should be drafted so they're clear about what "confidential information" includes.

Just be careful not to label everything confidential - courts tend to look for realism. If everything is confidential, nothing is.

6) Garden Leave Clauses

Garden leave isn't a post-termination restraint in the same way, but it often works alongside them.

A garden leave clause allows an employer to require an employee to stay away from work (and typically away from clients and systems) during their notice period, while still paying them.

This can be valuable where you need to:

• protect sensitive information during a transition
• remove someone from customer contact immediately after they resign
• create "breathing space" before they move to a competitor

Garden leave can also make a shorter non-compete more workable, because some time has already passed before the person is free to start a new role.

How Long Can Restraint Clauses Last (And What's "Reasonable")?

This is where a lot of businesses get stuck, because there isn't one legal time limit that applies to everyone.

Instead, enforceability usually turns on what's reasonable in context - considering the seniority of the person, the risk, and what you're trying to protect.

As a general guide, restraint duration is commonly linked to things like:

• your sales cycle (how long it takes to win/retain a client)
• how quickly information goes "stale" (pricing strategy from 18 months ago may not matter now)
• relationship handover time (how long it takes to transition client relationships)
• seniority and access (a CEO is different to a junior role)

If you're weighing up time periods, it helps to understand the practical and legal risks around restrictive covenants - because a clause that's too long can be just as unhelpful as having no restraint at all.

Also, "reasonable" is not just about duration. Courts will usually look at a combination of:

• time (how many months)
• geography (a local area, the UK, worldwide)
• scope of activities (what exactly is prohibited)
• the people/clients covered (all customers vs only those they dealt with)

If one of those dimensions is overly broad, it can create enforceability issues even if the time period seems short.

When Are Restraint Clauses Enforceable In The UK?

In the UK, restraint clauses are generally only enforceable if they protect a legitimate business interest and go no further than reasonably necessary.

Legitimate business interests commonly include:

• customer connections (goodwill and relationships)
• confidential information and trade secrets
• workforce stability (particularly for senior or influential employees)

What usually doesn't count is simply wanting to prevent competition for its own sake.

Employment Vs Sale Of Business (The Standard Can Change)

Context matters.

Courts often scrutinise restraints in employment contracts more strictly, because there's an imbalance of bargaining power and public policy concerns about people being able to earn a living.

In a sale of business, broader restraints are sometimes more acceptable, because the buyer is paying for goodwill and needs protection for what they just purchased.

Your Contract Drafting And Process Also Matters

Even a "reasonable" restraint can become messy if the contract setup is sloppy. For example:

• If the clause is buried and unclear, it becomes harder to rely on.
• If you change someone's role significantly (promotion, new territory, new responsibilities), but don't update the contract, the restraint may no longer match the real risk.
• If your contract has conflicting definitions (for example, who counts as a "Customer"), you may struggle to enforce it.

This is why it's worth getting restraint clauses drafted properly within the broader framework of the agreement - often as part of a well-structured Employment Contract rather than a last-minute add-on.

How To Choose The Right Restraint Clause For Your Situation

If you're deciding what to include, a good approach is to work backwards from your real-world risks.

Here are some practical examples to show what that looks like.

If Your Main Risk Is Losing Clients

If you're worried someone will take customers they worked with, consider:

• non-solicitation (stops active poaching), and/or
• non-dealing (stops working with those customers even if approached)

A broad non-compete may not be necessary if your real concern is customer relationships.

If Your Main Risk Is A Team Walkout

If a senior person leaves and could pull a whole team with them, consider:

• non-poaching/non-raiding clauses
• clear rules about recruiting employees and contractors

For some businesses, you may also see a non-poaching clause combined with confidentiality terms, especially where staff lists and org charts are sensitive.

If Your Main Risk Is Sensitive Know-How

If someone has access to valuable internal information, focus on:

• strong confidentiality obligations
• IP ownership and return of property clauses
• targeted non-compete only where absolutely necessary

Overreaching with a non-compete where confidentiality is the real issue can backfire, because it looks like you're trying to stop competition rather than protect confidential information.

If You're Dealing With Senior Hires Or Founders

When someone is senior enough to materially impact the business, it's common to use a "layered" approach:

• garden leave during notice
• confidentiality obligations
• non-solicitation / non-dealing for customers
• non-poaching for staff
• a narrow non-compete if justified

This layered structure can be more enforceable than one huge clause, because each part targets a specific legitimate interest.

Common Mistakes With Restraint Clauses (And How To Avoid Them)

Restraint clauses usually become a problem in the exact moment you least want a problem - when someone leaves and you're trying to protect your revenue or your team.

Here are some common pitfalls we see.

Making The Clause Too Broad "Just In Case"

It's tempting to draft the widest clause possible. But an overly broad restraint is often the one most likely to be challenged.

For example, banning someone from working in an entire industry (rather than restricting specific competing activities) is usually hard to justify unless the circumstances are exceptional.

Using The Same Clause For Every Role

A restraint clause should reflect the risks of the specific role. A senior salesperson with deep client relationships will justify different protections compared to an operations role that has no customer contact.

As your business grows, it's normal to have different restraint levels across different job families - and that's often a sign you're doing it properly.

Not Defining "Customer", "Competitor", Or "Confidential Information"

Vague restraints are hard to enforce and easy to argue about.

Clarity matters, particularly for:

• what counts as a competing business
• which customers are covered (and from what time period)
• what information is actually confidential vs general skill and experience

Forgetting About Non-Solicitation Vs Non-Dealing

These clauses sound similar, but they operate differently - and they have different risk profiles.

If your business relies on the ability to stop someone simply "accepting" work from a former client, a non-solicitation clause alone may not be enough. If you try to stretch it after the fact, you're likely to end up in a dispute about what "solicitation" even means.

Where you're unsure, it helps to think about what you'd want to prevent if the customer calls them first - that's often the deciding factor between non-solicitation and non-dealing.

Not Reviewing Clauses When Someone's Role Changes

Promotions, new responsibilities, and territory expansion can all change what's "reasonable". If your restraint clauses don't keep up with the reality of the role, you might be relying on outdated protections.

In fast-moving teams, a quick contract refresh can save a lot of pain later.

Key Takeaways

• Restraint clauses (restrictive covenants) are contract terms designed to protect legitimate business interests like client relationships, confidential information, and workforce stability.
• The main types of restraint clauses in the UK include non-compete, non-solicitation, non-dealing, non-poaching/non-raiding, confidentiality protections, and garden leave.
• Restraint clauses aren't automatically enforceable - they generally need to be reasonable in duration, geography, and scope, and tied to a legitimate business interest.
• Non-solicitation and non-dealing clauses are often more practical (and easier to justify) than broad non-compete clauses, because they directly target customer relationships.
• Non-poaching clauses can be critical for protecting your team, especially in startups and specialist industries where losing a group of staff can destabilise the business.
• Generic "copy and paste" restraints are risky - tailoring restraints to the role and regularly reviewing them as responsibilities change is often the difference between a useful clause and a weak one.

If you'd like help putting the right restraint clauses in place (or reviewing restraints before you hire, promote, or exit a key person), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.