Restrictive covenants: stopping a leaver taking your business with them
The day a good employee resigns to join a competitor is the day you find out whether your contracts were worth the paper. By then it's too late to fix them.
By Robert Festenstein, Head of Legal
Updated 1 July 2026
6 min read
The short version
- Restrictive covenants limit what an employee can do after they leave — poach clients or staff, or compete with you.
- Courts start from the position that they're unenforceable restraints of trade, and only uphold them where reasonable.
- Reasonable means no wider than genuinely needed to protect the business — in scope, geography and time.
- A covenant drafted too broadly is often worth nothing, so 'stronger' wording can backfire completely.
What they are
Restrictive covenants (or post-termination restrictions) are the clauses in a contract that limit what someone can do after they've left you. They exist because an employee who's had access to your clients, your pricing, your team and your know-how could do real damage the day they walk out the door — and the covenant is your protection against that.
The main types
- Non-solicitation — they can't approach your clients or customers to take their business.
- Non-dealing — they can't deal with your clients even if the client approaches them.
- Non-poaching — they can't lure away your other staff.
- Non-compete — they can't work for a competitor or set up in competition for a period. This is the hardest to enforce, because it stops someone earning a living, and courts scrutinise it most closely.
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Why so many fail
Here's the counter-intuitive bit that catches employers out. Courts start from the position that these clauses are an unlawful restraint of trade and therefore unenforceable — and will only uphold one where the employer proves it's reasonable and goes no further than genuinely necessary to protect a legitimate business interest. Which means a covenant that's drafted too broadly — too long, too wide geographically, covering clients the employee never met — is frequently worth nothing. Employers instinctively reach for the strongest possible wording, and in doing so hand a court every reason to strike the whole thing out. With restrictive covenants, greedy drafting is self-defeating.
Getting it right
The art is precision, not power. A covenant that's carefully tailored — limited to the clients this person actually dealt with, for a period a court will accept, in a scope that matches their real role — is far more likely to hold than a sweeping one. Restrictions should also be reviewed as someone is promoted, since what's reasonable for a junior isn't the same as for a director. Get these into the contract at the start, tailored to the role, and you've got protection that will actually stand up when you need it.
Frequently asked questions
Are restrictive covenants actually enforceable?
They can be, but only if reasonable. Courts treat them as unlawful restraints of trade unless the employer shows the clause is no wider than necessary to protect a legitimate interest — in scope, geography and duration. Many covenants fail because they're drafted too broadly, so careful, tailored drafting is what makes them stick.
Can I stop a former employee working for a competitor?
A non-compete clause can, for a limited period, but it's the hardest type to enforce because it stops someone earning a living. A court will only uphold it if it's genuinely necessary and reasonable in length and scope. Often non-solicitation and non-dealing clauses give you better, more enforceable protection.
An employee has left and is poaching my clients — what can I do?
If you have well-drafted covenants, you may be able to enforce them, including through an urgent injunction in a serious case. Act quickly — delay weakens your position. If your contracts are silent or too broad, your options narrow, which is exactly why getting the covenants right at the outset matters so much.
Sources & further reading
This article is general information, not legal advice. The law changes and depends on your circumstances — always take advice on your specific situation before acting. Last reviewed 1 July 2026. Buzz Solicitors is a trading name of AD Solicitors Limited, a recognised body regulated by the SRA (no. 8011228).
A solicitor with more than two decades' experience in commercial law, dispute resolution, insolvency and judicial review. Robert acts for businesses, directors and individuals on the matters that carry real consequence — and leads Buzz Solicitors.
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