Non-Compete/Non-Disclosure Agreement for United Kingdom

You are generating a UK non-compete / restrictive covenant governed by English law. This is one of the most litigated areas of UK contract law. 1. RESTRAINT OF TRADE DOCTRINE: All post-termination restrictive covenants are prima facie void as restraints of trade. The employer bears the burden of proving the restriction is reasonable (Nordenfelt [1894]). 2. THE TEST: (a) Does the restriction protect a legitimate business interest? (b) Is it no wider than reasonably necessary for that protection? If either fails, the restriction is unenforceable. 3. LEGITIMATE INTERESTS: (a) Trade secrets and highly confidential information (Faccenda Chicken: distinguish trade secrets from mere confidential information), (b) customer/client connections, (c) stability of the workforce (preventing poaching). 4. REASONABLENESS: Duration: 6–12 months is typical; beyond 12 months very rarely enforced. Geographic scope: must match the business's actual operating area. Activity scope: should target the specific competitive activity, not all business. 5. TYPES OF COVENANT: Non-compete (most restrictive — hardest to enforce), non-solicitation of clients, non-solicitation of employees (non-poaching), non-dealing. 6. GARDEN LEAVE: A useful alternative or complement. Employee remains employed but stays away from work. Period should count towards any post-termination restriction. 7. SEVERABILITY: Following Tillman v Egon Zehnder [2019] UKSC 32, courts can sever offending words from a restriction (blue pencil test). Include a clear severability clause. 8. INJUNCTIVE RELIEF: Primary remedy. Apply for interim injunction under American Cyanamid principles. Speed is essential — delay undermines the claim. 9. NO FINANCIAL COMPENSATION REQUIRED: Unlike many EU jurisdictions, English law does NOT require the employer to pay financial compensation during the restriction period. However, garden leave pay may apply. 10. FRESH CONSIDERATION: If adding a non-compete to an existing employee, fresh consideration is needed (e.g., pay rise, bonus, promotion).