Restrictive covenant

The restriction needs something legitimate to protect

A restrictive covenant limits specified activity after an employee leaves. Common examples deal with competing work, approaching clients, dealing with clients or recruiting former colleagues. The purpose is to protect a legitimate business interest, such as confidential information or a stable customer relationship, rather than to prevent ordinary competition.

The label does not make a clause effective. The work, interest being protected, duration, geography and activity covered all matter. The Acas guidance on restrictive terms notes that a covenant will not usually be enforceable unless it is clear, specific and time-restricted.

Scope matters more than severity

Start with the risk in the particular role. Someone with access to strategic plans or close client relationships may justify a different restriction from an employee with no sensitive access. Choose the narrowest wording that addresses that risk and make each restriction understandable on its own.

Confidentiality, notice, garden leave and access controls may already address part of the concern. Consider how the terms work together instead of stacking every possible restriction into the contract. The GOV.UK overview gives examples of activities a covenant may cover.

Review the clause when the role changes

Set the covenant when the contract is agreed and revisit it when responsibilities, seniority, territory or client access change. Record why the restriction fits the role at that point. Adding a new covenant later is a contract variation and needs proper agreement and consideration of the circumstances.

At exit, identify which current clauses the employer believes remain relevant and preserve the contract and role evidence behind them. Avoid presenting enforcement as automatic. Whether a particular covenant can be relied on is fact-sensitive, and urgent professional advice may be needed before either side acts on it.