Restrictive covenants in employment contracts (2026): enforceability and limits

A restrictive covenant in the UK stops you from working for competitors, contacting clients, or using confidential information after you leave. UK courts enforce them only if they protect genuine business interests (trade secrets, client relationships) and are reasonable in time, territory, and scope. A 12-month non-solicitation clause naming specific clients may stand; a blanket “no finance work for 24 months” will almost certainly fail. Consult an employment law solicitor before acting, they assess enforceability against your role, access to information, and contract terms.

What is a non-compete clause in employment?

A non-compete clause prevents you from working for competitors or starting a rival business after employment ends. Under Herbert Morris Ltd v Saxelby [1916] 1 AC 688, covenants in restraint of trade are presumptively invalid unless the employer demonstrates both a legitimate business interest and proportionality. Courts are sceptical of non-competes because they directly restrict your freedom to work.

• A 6-month non-compete for a senior financial advisor with access to proprietary pricing may meet the reasonableness test.
• A 12-month blanket ban on “any advisory work” for a junior administrator will generally be difficult to justify in court.
• The employer must define “competitor” narrowly; restricting work for any entity in the same sector is typically treated as excessive.
• Speculative loss of market share is insufficient; the competitive threat must be concrete and identifiable.
• Courts in recent decisions have increasingly favoured non-solicitation clauses instead; standalone non-competes face heightened scrutiny.

How non-solicitation clauses protect client relationships

A non-solicitation clause prevents active approach of clients or employees post-termination, targeting narrower activity than a non-compete clause. Courts treat these as more enforceable because they restrict only solicitation (actively approaching), not working for competitors generally.

• A clause preventing contact with “clients you personally serviced in the 12 months before departure” is more defensible than “all clients known to the business.”
• Passive restrictions (you can work for competitors but cannot solicit the employer’s clients) are upheld more readily than active prohibitions.
• A 6-month restriction on client solicitation is typically enforceable; 12 months requires evidence of particularly stable or valuable relationships.
• If the clause covers clients you never met or employees you never managed, it will likely be treated as overbroad.
• The clause must restrict active solicitation; accepting work from a client who approaches you typically falls outside the scope.

Deciphering confidentiality clauses and trade secret protection

A confidentiality clause restricts disclosure or use of trade secrets and confidential information. These are the most enforceable type of restriction because they align with legal duty (breach of confidence) and protect information assets.

Confidentiality obligations can survive indefinitely, if the information qualifies as a genuine trade secret held under reasonable security measures under the Trade Secrets (Protection against Unlawful Obtaining, Use and Disclosure) Regulations 2018.

• The clause must specify what is confidential (named databases, marked documents, technical processes) rather than vaguely capturing “all business information.”
• Trade secrets include proprietary processes, algorithms, pricing models, and customer databases held in confidence and subject to reasonable security measures.
• Once information enters the public domain, the confidentiality obligation ceases to apply.
• Sweeping language preventing disclosure of “any information learned during employment” is likely unenforceable because it captures non-confidential material.
• General knowledge, skills, and industry contacts remain yours to use and cannot be restricted.

Enforceability test: Duration, geography, and scope of restrictive covenants

A restrictive covenant must be reasonable in three dimensions: duration, geography, and scope, even where a legitimate business interest exists.

Courts use a proportionality test: is the restriction no wider than necessary? Reasonableness is assessed at the time the contract was signed, not when a dispute arises. The duration begins when employment ends (on the termination date, not notice expiry) and once the period expires, the covenant is entirely unenforceable.

1. Duration: 6 months is generally enforceable for non-solicitation; 12 months for non-compete in competitive sectors; periods beyond 12 months are scrutinised closely and are uncommon outside exceptional roles.
2. Geography: restrictions must match actual market exposure; a UK-only clause for a regional business is reasonable; global restrictions for a startup are typically excessive.
3. Scope: defining restricted activity narrowly (e.g., “financial advisory to FTSE 100 companies”) is more defensible than broad language (“any work in finance”).

If your covenant is silent on duration or geography, it will likely be unenforceable; ambiguity favours the employee.

Post-expiry, the covenant is dead; conduct after the period ends cannot breach a lapsed restriction; you are generally free to compete, solicit, and work in any sector.

Challenging restrictive covenants: Defences and enforceability weaknesses

An employee facing enforcement can raise several defences based on restrictive covenant unenforceability. The strongest arguments target reasonableness, absence of legitimate business interest, and drafting flaws. Courts will not rewrite unreasonable covenants; they void the entire clause if rewriting is necessary.

• Unreasonableness in scope, duration, or geography is often among the most effective challenges; excessive restrictions are frequently struck down entirely.
• Absence of legitimate business interest: if the employer cannot articulate trade secrets, client relationships, or confidential information at risk, the covenant fails.
• Ambiguity favours you: courts construe restriction language against the drafter (the employer); silent covenants are unenforceable.
• Lack of consideration (if the covenant was added post-employment without new reward) is a valid technical defence.
• Implied waiver requires consistent, clear employer conduct indicating abandonment—a single overlooked breach is typically insufficient.
• A covenant drafted as two separate clauses (one non-compete, one non-solicitation) is  more likely to survive in part; a single conflated clause is more likely voided entirely.

FAQs

Are restrictive covenants automatically enforceable?

No, only if they protect trade secrets, client relationships, or confidential information and are reasonable in duration, scope, and geography.

What can I do if a non-compete clause prevents me from working?

Challenge on reasonableness grounds (excessive duration, scope, geography), absence of legitimate business interest, or ambiguity, then consult a solicitor before acting.

What counts as a legitimate business interest?

Only three: trade secrets (proprietary processes, algorithms, pricing), confidential information (forecasts, strategic plans), and stable client relationships you directly serviced.

What’s the best way to challenge my restrictive covenant?

Focus on unreasonable scope (duration, geography, or activity breadth); it’s easiest to establish factually and is among the most effective defences.

What happens if my employer threatens an injunction?

Courts grant interim injunctions if the employer shows: (1) a serious issue to be tried, (2) irreparable harm, and (3) the balance of convenience favours it.

What is the difference between garden leave and a restrictive covenant?

Garden leave is paid time during employment; restrictive covenants apply after employment ends without payment; they operate sequentially on different timelines.

Restrictive covenants are enforceable only if they protect a legitimate business interest and are reasonable in duration and scope. Courts do not rewrite unreasonable covenants, they void them entirely. Each case turns on its facts and role. Challenge unreasonable restrictions early; seek legal advice before breaching or accepting enforcement demands.

This article is general legal information only, not bespoke legal advice; consult a solicitor for your specific dispute. Law stated as at January 2026 (England & Wales).

How to get verified employment law advice

Qredible connects you with verified employment law solicitors who assess enforceability against your exact facts (role, information access, client contact, contract language), calculate settlement risk, and advise on compliance vs. challenge strategy.

KEY TAKEAWAYS:

• A covenant is enforceable only if it protects trade secrets, client relationships, or confidential information and is reasonable in duration, geography, and scope—vague or overbroad covenants are voided entirely.
• Non-compete clauses are hardest to enforce and often fail; non-solicitation clauses are more readily upheld; confidentiality restrictions are most enforceable and can survive indefinitely if the information qualifies as a trade secret under the 2018 Regulations.
• If a clause is unreasonable in any dimension, courts void it entirely rather than striking the excess; overbroad language is fatal, not fixable (Tillman v Egon Zehnder Ltd [2019] UKSC 32).