Restrictive Covenant Solicitor: Are Your Non-Compete and Non-Solicit Clauses Enforceable?

Almost every senior employment contract in the UK contains restrictive covenants — clauses that try to limit what you can do after you leave. If you're negotiating a settlement agreement, changing jobs, or simply reviewing your contract, understanding whether these clauses are actually enforceable matters more than most people realise.

What is a restrictive covenant?

A restrictive covenant is a clause in your employment contract that restricts your activities after you leave. The most common types are:

• Non-compete — stops you working for a competitor, or in a competing business, for a set period.
• Non-solicitation — stops you approaching your former employer's clients or customers.
• Non-dealing — stops you doing business with clients or customers, even if you didn't approach them.
• Non-poaching — stops you encouraging former colleagues to join you at a new employer.
• Confidentiality — restricts use or disclosure of confidential information, often surviving indefinitely.

Are restrictive covenants enforceable in the UK?

Not automatically. UK courts start from the position that restrictive covenants are a restraint of trade, and therefore unenforceable, unless the employer can show two things:

1. It has a legitimate business interest to protect, such as trade connections, confidential information, or the stability of its workforce.
2. The restriction goes no further than reasonably necessary to protect that interest, in terms of duration, geographic scope, and the activities it covers.

A covenant that is too broad, too long, or covers activities it doesn't need to isn't automatically rewritten by a court to make it fair — in most cases it simply becomes unenforceable in its entirety.

Why this matters most for senior and higher-paid roles

Restrictive covenants are used most heavily, and drafted most aggressively, for senior employees, client-facing roles, and anyone with access to sensitive commercial information — investment professionals, fund managers, relationship managers, partners and senior consultants in particular. It is common for a settlement agreement negotiated on exit from a role like this to include a fresh set of restrictive covenants, sometimes wider than the ones in the original contract, in exchange for the financial settlement. This is exactly the kind of clause we routinely negotiate as part of Canary Wharf settlement agreements, alongside deferred bonus and share award terms.

What to check before you sign

• How long does the restriction last, and is that period proportionate to your seniority and role?
• Is the restriction limited to clients or business you personally worked on, or does it cover the whole business?
• Does it cover a sensible geographic area, or is it drafted more widely than your actual role?
• Is there a garden leave clause that, combined with the covenant, could keep you out of the market for an unreasonably long time?
• Has anything changed since you signed your original contract — a promotion, a new role, a pay rise — that might make an old covenant harder for your employer to justify?

Get advice before you sign, not after

Whether you're negotiating a new restrictive covenant as part of a settlement agreement, or trying to work out whether an existing one is enforceable, this is not something to guess at. Send us your contract or settlement agreement and we'll tell you, in plain English, whether the restrictions are likely to hold up — same working day, and in almost every case at no cost to you.