Restrictive covenants are clauses in employment contracts that limit what you can do after you leave a job. They come in three main flavours: non-compete clauses, non-solicitation clauses, and non-dealing clauses. If you've seen language like "You agree not to work for any competitor for 12 months after leaving," that's a restrictive covenant.
The tricky part is that restrictive covenants sit in a grey area under English law. They're restraints of trade — restrictions on your ability to work and earn a living — so courts are naturally skeptical of them. But employers have legitimate business interests to protect. Understanding what's reasonable, what's enforceable, and how to negotiate these clauses can save you real trouble down the line.
Why employers use restrictive covenants
Employers have several legitimate reasons for wanting restrictive covenants. If you work in a business development role and you know all the client relationships, they don't want you to leave and immediately poach those clients. If you've worked on proprietary technology or trade secrets, they want to protect those assets. If you're a senior manager with confidential knowledge of strategy or pricing, they want time to move forward without you starting a rival business.
These are genuine business interests. The law recognizes that. But the law also recognizes that if restrictive covenants are too broad or too long, they become unfair restraints on your livelihood. This is why courts only enforce restrictive covenants that are "reasonable" — reasonable in scope, duration, and geographic area.
The three main types of restrictive covenants
Non-compete clauses. These say you can't work for a competitor or start a competing business for a set period after leaving. Example: "For 12 months after termination, you will not be employed by or engage in any business that directly competes with the company." These are the most restrictive and hardest to enforce because they prevent you from working altogether.
Non-solicitation clauses. These say you can't approach or work with the company's customers, clients, or suppliers for a set period. Example: "You will not solicit or service any client you worked with in the last 12 months of employment." These are more specific and often easier to enforce because they protect relationships rather than preventing all work.
Non-dealing clauses. These say you can't deal with specific customers or suppliers — you can work in the industry, but not with people or companies the employer names. These are the narrowest and often the most enforceable.
When are restrictive covenants enforceable in the UK?
English law applies a test called the "restraint of trade" doctrine. A restrictive covenant is only enforceable if the employer can show:
1. Legitimate business interest. The employer must have a genuine, protectable business interest. This could be confidential information, business relationships, or trade secrets. Vague interests like "general competition" don't count.
2. Reasonable scope. The covenant must go no further than necessary to protect that interest. If the employer wants to protect client relationships, a clause preventing you from working in the entire industry for two years is likely too broad. A clause preventing you from working with specific clients for six months is more reasonable.
3. Reasonable duration. How long is too long? Courts generally accept 6 months for non-solicitation of customers. 12 months is pushing it and often won't be enforced. Two years or longer is almost certainly unenforceable unless you're in a very senior role or have access to highly sensitive trade secrets.
4. Reasonable geographic scope. If the business only operates in London, a worldwide restriction is unreasonable. Geographic scope should match where the business actually operates or where the protected relationships exist.
5. Public interest. If enforcing the covenant would harm the public interest (for example, by preventing someone from working in a vital profession), courts may refuse to enforce it. This is rare but matters in regulated professions.
Key precedent: the Littlewoods case
The leading UK case on restrictive covenants is Littlewoods Organisation Ltd v Harris (1977). The court held that restrictive covenants are only enforceable if they go no further than necessary to protect the employer's legitimate business interests. Courts will not enforce covenants simply because the parties agreed to them if they're unreasonable.
This is important: even if you signed a restrictive covenant, if a court finds it unreasonable, it won't enforce it. This protects employees from covenants that are too harsh. But it also means employers won't invest resources protecting something they can't enforce. So there's a practical negotiation that happens around "what would a court enforce?"
How to negotiate restrictive covenants
If you're offered a job with a restrictive covenant, here are things to push on:
Duration. Push for the shortest reasonable period. For non-solicitation of customers, 6 months is standard and fair. 12 months is aggressive. If they want longer, ask why and whether they'd accept a shorter period if you sign a confidentiality clause instead.
Scope. Make sure the clause is specific. Does it prevent you from working with all customers or just customers you personally worked with? Does it cover the whole industry or specific competitors? Narrower is better for you.
Geographic area. If the business operates only in the UK, don't agree to worldwide restrictions. If it operates in London and Manchester, don't agree to cover Scotland.
Consideration. In some cases, you can ask for compensation if the covenant is very restrictive. For example, if they're preventing you from working for a year, can they agree to pay you a portion of your salary during that period if they enforce the covenant?
Garden leave vs. covenant. Some employers offer "garden leave" instead — they pay you for a notice period during which you don't work, but you're also not bound by restrictive covenants. This can be a good compromise.
What if the covenant isn't enforced?
If you leave the job and the employer doesn't sue, the covenant becomes less relevant. Many covenants aren't enforced because the cost of litigation is high and the outcome uncertain. But if the employer decides to sue, you face legal costs and potential injunctions (court orders) preventing you from working. So it's better to get covenants right at the start.
Getting clarity before you sign
Before you sign an employment contract with restrictive covenants, use QuickLegalCheck to get a plain-English analysis of the covenant clauses. Understand what you're agreeing to, whether it's reasonable, and what negotiation points to raise. It's much easier to negotiate before you sign than to fight it in court later.
Or, if you have questions about whether a covenant you've already signed is enforceable, check our comparison page to understand your options and next steps.