Non-Compete Agreements

Drafting | Enforcement | Challenging restrictive covenants for employers and individuals

Non-compete clauses are one of the most closely scrutinised types of restrictive covenant in English law. They can be vital in protecting a business’s confidential information, client relationships and goodwill, but they must be carefully drafted, justified and proportionate to stand up in court. Non-compete clauses are usually not valid because they stop a person from getting another job. However, they might still be used if the employer shows they are needed to protect the business and are not too strict

At Jonathan Lea Network, our specialist solicitors advise employers, founders, senior executives, contractors and employees on the full lifecycle of non-compete restrictions. Whether you need to draft robust protections, enforce a non-compete, or challenge a clause you believe goes too far, we give clear, practical and commercially focused advice.

Our team, based in Sussex and London, acts nationwide on both business-to-business and, where appropriate, business-to-consumer disputes involving restrictive covenants. We combine technical expertise with a personable, proactive approach and a strong focus on value for money.

Call us on (0)1444 708 640 or complete our online enquiry form for a free introductory call with a non-compete agreement solicitor.

What is a non-compete clause and why does it matter?

A non-compete clause is a contractual promise that, after employment or another business relationship ends, an individual will not compete with the business for a defined period. It is usually one of several post-termination restrictions in a contract, alongside confidentiality, non-solicitation and non-poaching covenants.

Non-competes are typically used to protect:

• Client and customer relationships, where a departing individual could divert key accounts they have worked closely with.
  
• Confidential information and trade secrets, such as pricing, business strategy, algorithms, technical processes or know-how that gives the business an edge.
  
• Business goodwill, including brand strength, local reputation and hard-won market position that would be damaged if a key person immediately competes.
  
• Workforce stability, where there is a real risk of a departing senior figure encouraging a “team move” that would destabilise the business.
  

Because non-competes restrict a person’s ability to work, English courts start from the position that they are void as restraints of trade. They will only enforce them if the business can show that the clause protects a legitimate business interest and is no wider than reasonably necessary for that purpose.

This creates genuine uncertainty:

• Employers worry that their clauses may not hold up if tested.
  
• Individuals worry they may be bound by wording that appears very broad.
  
• Both sides are concerned about the cost and disruption of litigation.
  

We help you cut through that uncertainty and understand your position clearly, in straightforward language.

Are non-compete clauses enforceable in the UK?

Yes, but only if they pass a strict legal test.

Under common law principles of restraint of trade, a non-compete clause in an employment or consultancy context is enforceable only if the business can prove that:

1. It protects a legitimate business interest.
   The clause cannot simply exist to suppress competition in general. It must be designed to protect something specific and recognised by the courts, such as confidential information, trade secrets, customer connections, goodwill or workforce stability.
   
2. It goes no further than reasonably necessary.
   The restriction must be proportionate in duration, geography and scope of activities, judged at the time the contract was made. A blanket restriction on working in an entire industry or region where the business does not truly operate is unlikely to be upheld.
   

Non-compete clauses start from a position of being void as restraints of trade and are only enforceable if the employer can prove that they protect a legitimate business interest and are no wider than reasonably necessary. Courts will not generally rewrite or repair a badly drafted clause. Limited “blue pencilling” or severance is sometimes possible, but only where removing words does not change the nature of the restriction. In practice, poorly drafted clauses often fail entirely rather than being salvaged.

In contrast, non-compete covenants in business sale agreements are judged more leniently. Where a seller receives substantial consideration and has stronger bargaining power, courts are more willing to enforce longer and broader restrictions, sometimes for several years, provided they remain proportionate in that context.

There are also ongoing government proposals to cap non-compete clauses in employment and worker contracts at three months, while leaving business sale, shareholder and LLP covenants untouched. As of now, those proposals have not yet been implemented in legislation, but they underline the need to treat non-competes carefully and keep them under review.

Common problems with non-compete clauses

We frequently see non-compete provisions that are difficult, or impossible, to enforce because of issues such as:

• Excessive breadth of restriction. The clause bans working in an entire sector or across a whole country, rather than targeting roles or activities that create a real competitive risk.
  
• Duration longer than justified. For many employment roles, restrictions beyond 6–12 months can be hard to justify. Shorter periods are often more realistic, particularly for less senior staff.
  
• Lack of geographic limits. A clause that applies “anywhere in the world” where the business has no genuine presence is likely to be vulnerable. Courts look at where the employer actually trades and competes.
  
• Multiple overlapping covenants. Having non-solicit, non-deal, non-poach and non-compete clauses is not inherently a problem, but if a non-compete adds nothing beyond narrower covenants, it may suggest the restriction goes further than necessary.
  
• No clear legitimate interest. For junior employees without client control or access to sensitive information, a non-compete may be difficult to justify. A simple confidentiality clause may be enough.
  
• Copy-and-paste drafting. Clauses lifted from templates or senior contracts and inserted wholesale into very different roles are common, and often easier to challenge.
  
• Introduced mid-employment without proper consideration. While initial employment is usually sufficient consideration, issues can arise where restrictive covenants are added later without a promotion, bonus, or other tangible benefit.
  

Good drafting, tailored to the role and updated over time, greatly increases the chance that a clause will be enforceable if challenged.

Types of non-compete issues we handle

We advise on a wide range of non-compete and restrictive covenant matters, including:

• Drafting and updating non-compete and other restrictive covenants in employment, consultancy, partnership and shareholder agreements.
  
• Reviewing non-compete clauses before clients sign new contracts or settlement agreements.
  
• Advising on enforceability and risk when individuals are planning to resign, join a competitor or set up on their own.
  
• Advising employers on how to respond when former staff join a competitor or set up a competing business.
  
• Responding to or issuing cease-and-desist letters and letters before action.
  
• Negotiating exits and settlement agreements where restrictive covenants are central.
  
• Acting in injunction proceedings and other High Court or County Court claims concerning restrictive covenants.
  
• Advising on garden leave arrangements as an alternative or complement to post-termination non-competes.
  
• Non-compete issues arising from business sales, investment agreements and shareholder or LLP agreements, where covenants are assessed under more lenient enforceability standards because of the commercial context and bargaining power involved.
  

Whatever your position, we focus on giving you clear options, realistic risk assessments and a practical strategy.

Step 1: Initial assessment – understanding your position

The first stage in any non-compete matter is a structured assessment of the clause, the relationship and the real-world risk.

Reviewing the drafting and related clauses

We start by analysing:

• The exact wording of the non-compete and other restrictive covenants.
  
• How long the restrictions last and where they apply.
  
• How they interact with confidentiality, non-solicit, non-deal and non-poach clauses, and any garden leave provisions.
  

Often the enforceability of a non-compete depends on the overall package of protections and how they fit the role.

Analysing role, seniority and legitimate interests

Courts assess reasonableness against the individual’s role and what needs protection. We look at:

• The seniority of the role and level of influence.
  
• The individual’s access to confidential information and strategic plans.
  
• The strength of their personal relationships with clients or key staff.
  
• Whether the business faces a realistic risk of a team move or loss of major accounts.
  
• Whether the employee received specific consideration for the restriction, such as a promotion, bonus, equity, or enhanced remuneration when the covenants were agreed.
  

Assessing evidence, risk and objectives

We then consider:

• Any actual or suspected competitive activity, for example evidence of client approaches, data downloads, or new marketing by a competitor.
  
• The potential impact on revenues, confidential information and workforce stability.
  
• Your objectives, whether that is preventing immediate harm, securing undertakings, negotiating a carve-out, or simply understanding what you can safely do next.
  

A thorough assessment gives you a clear view of your rights and risks before you decide how far to push the matter.

Step 2: Negotiation and early resolution

Most non-compete disputes never reach a full trial. With the right strategy, many can be resolved through negotiation or alternative dispute resolution.

For employers and business owners

We help you protect your business without overreaching in a way that may backfire or damage your reputation. This can include:

• Targeted correspondence. Clear, measured letters that set out your position, seek explanations, and put the other side on notice of your rights.
  
• Negotiated adjustments. Agreeing narrower restrictions, for example limiting the clause to certain clients, a smaller geographic area or a shorter period, in exchange for cooperation.
  
• Securing undertakings. Obtaining written undertakings from the individual, and in some cases from the new employer, not to engage in certain competitive activities or contact particular clients. Undertakings given to the court can be enforced as if they were court orders, and even contractual undertakings can carry real weight.
  
• Constructive exit or transition plans. Where relationships are salvageable, we can help structure an exit, handover or internal move that addresses risk without unnecessary hostility.
  

For employees, founders and contractors

If you are facing a non-compete that concerns you, we:

• Explain in plain language what the clause actually restricts and how enforceable it is likely to be.
  
• Help you approach your current or prospective employer with informed, realistic proposals to reduce time periods or narrow the scope.
  
• Seek written clarification or confirmation that particular activities, such as working in a non-competing division or region, fall outside the restriction.
  
• Negotiate exit or settlement terms that include releases, carve-outs or tailored modifications to restrictive covenants.
  

Resolving matters at this stage can save considerable time, legal cost and stress, while allowing everyone to get back to business.

Step 3: When legal action becomes necessary

Sometimes non-compete disputes escalate, particularly where there is serious alleged misconduct or a high-value team move. In those cases, urgent legal action may be required.

Injunctions and urgent court relief

Employers may seek:

• Interim injunctions to prevent ongoing competitive activity while the case is decided.
  
• Springboard injunctions, which prevent a defendant from benefiting from a “head start” obtained through misuse of confidential information, even once that information has ceased to be confidential.
  
• Orders for delivery up of documents, devices or materials containing confidential data.
  

Existing or prospective employees facing such applications need immediate advice on how to respond, what to say and what not to do, in order to minimise risk and maintain options.

Evidence and strategic considerations

Courts look at factors such as:

• Whether the non-compete is likely to be enforceable on its wording and the role in question.
  
• The adequacy of damages as an alternative remedy. Non-competes are more likely to be enforced by injunction where it would be hard to quantify loss in money.
  
• The balance of convenience between the parties, including the impact on the individual’s ability to work versus the risk to the business.
  
• Whether the employer has “clean hands”, for example whether it has itself complied with the contract, paid what is due, and acted in good faith. Courts may refuse an injunction if the employer has materially breached the contract or behaved unfairly.
  

We prepare and defend injunction applications with careful attention to both evidence and narrative. Even where proceedings are issued, many cases still resolve through undertakings or settlement once both sides understand their true position.

Key legal principles for non-compete clauses

Legitimate business interest: A non-compete must protect something the law recognises as worth protecting: confidential information, trade secrets, customer connections, goodwill or workforce stability. Mere desire to prevent competition is not enough.

Reasonableness and proportionality: Duration, geography and scope must be proportionate. In employment contexts, non-competes commonly range between three and twelve months for senior roles. In business sale agreements, longer periods, for example two to five years, can be enforceable because the seller receives substantial consideration and is not in the same vulnerable position as an employee.

Availability of lesser restrictions: Courts often ask whether narrower tools, such as confidentiality obligations, non-solicitation or non-dealing clauses, would have sufficed. If so, a broad non-compete may be viewed as excessive.

Garden leave: Well-drafted garden leave clauses allow employers to keep an employee out of the market during their notice period while still paying them. A period of paid garden leave can reduce or remove the need for long post-termination non-competes, since part of the “protection period” will already have occurred while the employee remains employed but not active in the market.

Severance: Courts can sometimes sever unreasonable parts of a clause, but only if removing words does not change the overall nature or effect of the restriction and the clause is not drafted as a “ladder” of alternatives designed to invite severance. In practice, severance is applied cautiously, and many over-broad clauses are struck down rather than edited into shape.

Who we help

Employers and business owners

We act for businesses of all sizes, including SMEs, professional practices, technology companies, recruiters, healthcare providers and financial services firms. We help you:

• Draft and implement enforceable restrictive covenants for key roles.
  
• Review and update existing contracts so covenants keep pace with evolving roles and business needs.
  
• Respond quickly and proportionately to potential breaches.
  
• Seek undertakings, negotiate solutions and, where required, pursue injunctions and damages.
  

Founders, directors and senior executives

Senior individuals often face the strictest restrictions, both in employment contracts and in shareholder, LLP or investment agreements. We advise on:

• The overall package of restrictions affecting you and how different agreements interact.
  
• The risks and options when you are considering joining a competitor or starting a new venture.
  
• Strategies for exit and negotiation, including partial releases or agreed carve-outs.
  

Employees, contractors and consultants

We regularly act for professionals who are concerned that non-competes could limit their future work. We can:

• Review your contracts and explain which clauses are likely to be enforceable in practice.
  
• Advise on how to move roles safely, including what you should and should not do before leaving.
  
• Help you navigate threats of action from a former employer.
  
• Advise on the interplay between employment restrictions and those in shareholder, partnership or LLP agreements, which can be governed by different enforceability principles.
  

Our experience acting for both sides gives us a rounded perspective and helps us anticipate the other side’s tactics and concerns.

Common challenges in non-compete disputes and how we help

“Is my non-compete actually enforceable?”

Many clients, on both sides, are unsure whether a clause is more bark than bite. We provide clear assessments, setting out how a court is likely to view the restriction and what that means for your practical options.

“How do I stop a former employee taking clients?”

We help employers act quickly but proportionately, gathering evidence, writing targeted letters, and seeking undertakings or injunctions where justified. We focus on protecting key relationships and confidential information rather than chasing every minor issue.

“I want to join a competitor, what am I allowed to do?”

We explain your contractual obligations, identify safe and riskier options, and, where appropriate, help you and your new employer negotiate around restrictions so you can move on with confidence.

“I am buying or selling a business, how do non-competes fit in?”

We advise on covenants in business sale, shareholder and investment agreements. Business sale covenants can be drafted more widely and for longer than employment non-competes because the seller typically receives significant consideration and has bargaining power. We ensure these covenants are robust without being overreaching.

Why choose Jonathan Lea Network for non-compete advice?

• Specialist commercial dispute and employment expertise. We regularly act in non-compete and restrictive covenant disputes, including six and seven figure matters and High Court injunction applications.
  
• Balanced perspective for employers and individuals. Our experience on both sides helps us anticipate arguments, negotiate effectively and structure solutions that are realistic and commercially sound.
  
• Team-based, proactive service. You benefit from partner-led strategy combined with efficient support from our wider disputes and employment team, delivering strong value for money.
  
• Clear, practical communication. We avoid unnecessary jargon, explain risks plainly and give you honest, actionable advice rather than theoretical opinions.
  
• Awareness of evolving law and policy. We keep abreast of proposed reforms, including government plans to cap employment non-competes at three months, and we advise you on how best to future-proof your contracts and strategy.

What to do now if you have a non-compete issue

If you are concerned about a non-compete clause, thinking about enforcing one, or planning your next career move, early legal advice can make a major difference to your options and risk.

To speak to a non-compete agreement solicitor at Jonathan Lea Network, call us on [insert phone number] or complete our online enquiry form. We will usually respond within the next working day to arrange your free introductory call.

All enquiries are confidential. Once we are instructed, our legal advice is generally protected by legal professional privilege, which means it cannot be disclosed to third parties without your consent.

If you need advice on drafting, enforcing or challenging a non-compete clause, contact Jonathan Lea Network today. We will help you understand your rights, manage your risks and move towards a practical, commercially sensible solution.

Contact us today on +44 (0)1444 708 640 to schedule a consultation or email wewillhelp@jonathanlea.net and learn how we can protect your interests and support your business growth.