Restrictive covenants after leaving employment

Restrictive covenants may limit work for competitors, contact with clients or recruitment of colleagues after employment ends. Their enforceability depends on the wording and circumstances; a restriction is not automatically valid because it appears in a signed contract. ^[1]

Map the restriction to your intended work

Identify its duration, activity, territory and the clients or staff covered. Distinguish non-competition from non-solicitation and non-dealing: accepting unsolicited work may be treated differently from approaching a client, depending on the clause.

Provide the proposed new role, start date and responsibilities to your adviser. A clause may raise a different issue for a competing sales role than for unrelated work in the same industry.

Check the surrounding obligations

Review confidentiality, intellectual property, garden leave and notice terms alongside the covenant. Do not take client lists or business files to help establish a new position. Ask whether a written waiver or narrower agreement can resolve a genuine overlap.

If threatened with an injunction, obtain prompt advice before responding or contacting affected clients. Contract review can identify restrictions before signing; settlement terms may offer an opportunity to clarify them on departure. Keep the agreed final position in writing rather than relying on an informal assurance from a manager.

Identify the restriction that could affect the move Collect the signed contract, later variations, promotion letters and any settlement terms. A restriction may have been introduced or changed during employment, and the document currently circulated by HR may not be the version you agreed. Identify the relevant clause and its definitions before comparing it with the new role. Acas describes restrictions aimed at protecting business interests after departure and notes the importance of their wording and circumstances. [1] The existence of a clause and its enforceability are related questions, but neither should be assumed from a colleague's experience.

Translate the clause into specific activities. It may concern joining a competitor, approaching clients, dealing with clients who approach you or recruiting staff. These are different restrictions. Check the persons covered, the look-back period, duration and any geographical limitation. A provision about clients you dealt with may have a different reach from one naming every customer in a group. Ask the adviser to explain ambiguous definitions rather than assuming that a familiar heading accurately describes the detailed wording beneath it.

Give the adviser a realistic picture of the new work Provide the proposed employer, duties, start date, customer contact and any relevant territory or product area. Explain how these compare with your actual previous responsibilities. A job title alone may conceal a substantial difference in activities or a direct overlap. If the new role could be adjusted, identify practical options such as different accounts or duties for a period. Do not promise the new employer that there is no restriction before the actual contract and proposed work have been assessed together.

Explain the interests the former employer may say are at risk, including confidential information, client relationships or team stability. Identify what information you accessed and whether it remains current without handing over confidential files to the new employer. The assessment may require attention to the role and circumstances when the restriction was agreed, as well as the intended move. A clause that appears broad should be reviewed specifically; assuming that a court will simply ignore every inconvenient part can lead to decisions that are difficult to reverse once work begins.

Keep notice and confidentiality obligations visible Check the notice period, any garden leave instruction and whether the contract addresses overlap with later restrictions. Do not subtract garden leave from a covenant automatically unless the wording and legal position support that treatment. Confirm the actual employment end date and any written release from duties. Working for someone else while still employed can raise different obligations from work after departure, so the proposed start date should be considered against both periods rather than only the stated duration of a post-employment clause.

Return business property through an agreed process and retain evidence of completion. Do not take client lists, pricing files or internal documents to make the next role easier, and avoid treating personal familiarity with an account as permission to transfer its records. Where company information is mixed with personal material on a device, seek an authorised separation arrangement. Confidentiality duties may remain relevant even if a particular non-competition clause is unenforceable. Advice about one restriction should therefore not be treated as general permission to use the former employer's information.

Seek a defined waiver where it may resolve the overlap If appropriate after advice, ask whether the former employer will agree a narrower arrangement or waiver. Identify the proposed role and the specific restriction to be addressed, while sharing only information needed for that discussion. Obtain agreement from someone authorised to bind the employer. An informal comment that the manager has no objection may not resolve the contractual position. Keep the scope, duration and any conditions clear, particularly if permission depends on avoiding certain clients or not recruiting named colleagues for an agreed period.

Treat a threatened injunction or demand for undertakings as urgent. Preserve the letter, proposed terms and response deadline and obtain advice before replying or contacting disputed clients. An undertaking can create serious obligations of its own and should not be signed merely to obtain more time. Tell the adviser about steps already taken, including communications with customers or staff, so the response reflects the facts. A sound departure plan connects the contract, proposed work, information handling and any written resolution rather than relying on an unsupported assurance that restrictive covenants never matter.