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Restrictive covenants are clauses included in employment contracts to protect a business’s confidential information, client relationships, and other commercially valuable assets after an employee leaves. Whether joining a company, signing an updated contract, or agreeing to a settlement, restrictive covenants are a key consideration for both employers and employees.
At Warner Goodman, our experienced employment litigation solicitors can guide you through understanding, negotiating, and defending restrictive covenants, ensuring your legal position is protected.
A restrictive covenant is a contractual obligation designed to limit what you can do during or after your employment. They commonly appear in:
The purpose is to prevent former employees from using confidential information or commercial relationships to compete unfairly. While these clauses are legal, they are enforceable only if reasonable and necessary to protect the employer's legitimate business interests.
Our employment litigation team has extensive experience in restrictive covenants, including:
 | Reviewing and negotiating contracts |
| Advising on enforceability and risks |
| Defending against alleged breaches |
| Assisting in urgent injunctions |
We provide tailored legal advice and practical solutions to help safeguard your legal position and future career opportunities.
Restrictive covenants can limit certain activities, relationships, or employment opportunities to prevent the misuse of confidential information, client connections, employer databases, or other commercially sensitive knowledge.
The most common types of restrictive covenants in employment contracts include:
Non-Competition Clauses
This clause prevents you from working for a direct competitor or starting a competing business for a specified period. Typically lasting 3–12 months, its enforceability depends on being reasonably limited in terms of duration, geographic scope, and the type of work restricted. Courts often scrutinise these clauses closely, as overly broad restrictions may be deemed unenforceable.
Non-Solicitation Clauses
A non-solicitation clause restricts you from approaching or doing business with clients, customers, suppliers, or prospects you had contact with during your employment. Usually applied for 6–12 months, the scope and duration often depend on your seniority, role, and industry. These clauses aim to protect valuable client relationships and prevent unfair competition.
Non-Dealing Clauses
A stricter form of non-solicitation, a non-dealing clause, prevents any form of engagement with former clients or contacts, regardless of who initiates contact. This ensures that sensitive business relationships cannot be exploited, and typically applies to senior or client-facing employees with extensive access to key contacts.
Non-Poaching Clauses
This clause prevents you from recruiting or enticing colleagues to leave your former employer for a new business or competitor. Most commonly applied to senior staff or those with managerial or client-facing responsibilities, it usually lasts 6–12 months and protects the stability and continuity of the workforce.
Garden Leave Clauses
Garden leave requires employees to stay away from work during their notice period while continuing to receive full pay and benefits. It prevents access to sensitive information, client contacts, and colleagues, often effectively reducing the enforceable post-employment restriction period. Garden leave can also provide employers with time to secure clients and sensitive data before an employee departs.
Not all restrictive covenants are enforceable. Courts and tribunals assess:
Courts can remove unreasonable wording without invalidating the rest of the clause if it doesn’t alter the covenant’s overall effect.
Restrictive covenants are legally binding only if agreed to, but deciding whether to sign them requires careful consideration. Your decision can affect your current or future employment, so understanding the implications is essential.
Before agreeing to any restrictive covenants, it is important to weigh the potential consequences and seek legal advice if unsure. Taking informed steps can help protect your career and ensure you are not unfairly restricted.
Breaching a restrictive covenant is treated very seriously and can have significant implications. It is essential to seek legal advice immediately if you are concerned about a potential breach.
Possible consequences include:
If threatened with legal action, seek urgent legal advice immediately (often within 7 days) to assess the enforceability and potential defences.
When dealing with restrictive covenants, taking proactive steps can help protect your career and avoid legal complications.
You should:
| Review contracts carefully before signing |
| Negotiate unreasonable clauses or seek amendments where possible |
| Consider garden leave and other measures that may reduce enforceable restrictions |
| Always consult a restrictive covenants solicitor before moving to a competitor or starting your own business |
Restrictive covenants cannot unreasonably prevent you from earning a living. They must be limited to protecting legitimate business interests, so a clause targeting a specific industry or role would not typically stop you from pursuing a different career.
There is no fixed legal limit, but courts generally consider 3–12 months reasonable for most post-employment restrictions. Longer periods are enforceable only if the employer can justify them based on your role, access to sensitive information, or client relationships.
Restrictive covenants can extend to other countries, but enforceability depends on whether the restriction is reasonable in relation to the employer’s legitimate business interests and the geographic scope. Courts are more likely to strike down overly broad international restrictions.
Yes. If your new employer knowingly encourages or facilitates a breach, they could be implicated in legal action. This makes it essential to inform your new employer and seek legal advice before starting a role that may conflict with an existing covenant.
If a contract containing restrictive covenants is not signed, enforcement is more difficult, especially for senior employees. Courts may still consider implied agreement through conduct, but the lack of a signed contract can be a strong defence.
For a covenant to be enforceable, the employer must provide something of value in exchange, known as consideration. This could include a pay rise, a bonus, a promotion, or continued employment. Simple continuation of employment may also count in some cases.
Yes. Courts can apply the blue pencil test, removing unreasonable or overly broad wording while leaving the enforceable parts intact, as long as the overall effect of the covenant remains clear.
Absolutely. Negotiating clauses can prevent overly broad restrictions that limit your career options. Early negotiation allows you to agree on fair time limits, geographic scope, and other reasonable conditions.
Yes, in some cases, employers may agree to waive restrictive covenants, often through a settlement or redundancy agreement. This can allow you to start a new role or business without legal risk.
Restrictive covenants are important and require careful consideration to protect your rights. Our specialist employment solicitors in Hampshire are here to provide guidance, support, and expertise.
We offer a proven track record in handling restrictive covenant matters, with benefits including:
| Over 170 years of experience in employment law matters for employees |
| High success rate in assisting employees with restrictive covenants |
| Clear pricing for transparency and peace of mind |
| Clients rate us ‘excellent’ on reviewsolicitors.co.uk, based on over 1,000+ reviews |
| Fully regulated and authorised by the Solicitors Regulation Authority (SRA) |
With Warner Goodman LLP, you can rely on a team that is experienced, approachable, and committed to achieving the best outcome for every client facing restrictive covenant issues.
If you are dealing with restrictive covenants in your contract or have received a threat of legal action for a potential breach, it’s important to get specialist legal advice as soon as possible. Our experienced solicitors can guide you through every step of the process, protect your rights, and work to achieve the best possible outcome.
We assist clients across Hampshire and beyond, with offices conveniently located in Southampton, Portsmouth, Fareham, Chandler's Ford, and Waterlooville. You can choose to meet in person or arrange a remote appointment.
Call: 023 8063 9311
Email: employment@warnergoodman.co.uk
Alternatively, you can complete our online enquiry form to request a confidential callback.
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