Restrictive covenant check: UK compliance & gap review guide

Why this employment document matters before you sign or escalate

Restrictive covenants in employment contracts are no longer just fine print—they’re front-page news. When a senior sales manager leaves for a competitor, or a tech developer joins a rival startup, these clauses determine whether your business can protect its client relationships, trade secrets, and market position. For employees, they can mean the difference between a smooth career move and a costly legal battle.

Many UK workers and small businesses discover restrictive covenants too late—after a dispute arises. A non-compete clause that’s too broad may be open to questions about whether it can be relied on as written, leaving your business exposed. A non-solicitation restriction that’s unclear can lead to months of litigation. And geographic scope that’s overly aggressive might be struck down entirely, wasting time and legal fees.

The stakes are real: employers risk losing key clients or confidential data, while employees may face injunctions that block new job opportunities. With remote work blurring traditional boundaries, even well-drafted clauses can become outdated overnight. That’s why a proactive restrictive covenant check—focusing on non-compete, non-solicitation, and geographic scope—is essential for both sides of the employment relationship.

Is your document complete and internally consistent?

A well-prepared restrictive covenant document does more than list prohibitions—it balances protection with enforceability. "Good" looks like clear, tailored clauses that reflect your actual business risks, not generic templates. Non-compete terms should be limited to what’s necessary to protect legitimate interests, while non-solicitation clauses must precisely define who’s off-limits. Geographic scope should align with your operational footprint, not stretch across the UK "just in case."

If your document is vague, overly broad, or outdated, it may fail when tested. A restrictive covenant check helps identify gaps before they become problems.

Employment rights in plain English

Restrictive covenants in UK employment contracts are governed by a mix of common law principles and statutory rules. Here’s what you need to know:

Common Law: Courts assess whether a restrictive covenant is reasonable in scope, duration, and geographic reach. The starting point is that such clauses are void as restraints of trade—unless the employer can prove they’re necessary to protect a legitimate business interest (like confidential information or client relationships). What’s "reasonable" depends on the role, industry, and specific risks involved.

Tillman v Egon Zehnder (2019): This Supreme Court case clarified how courts interpret ambiguous wording. The ruling emphasised that if a clause is drafted too broadly, courts won’t rewrite it to make it enforceable—they’ll strike it down entirely. For example, a non-compete clause banning an employee from working for "any competitor" might be open to questions about whether it can be relied on as written if it doesn’t specify the type of work or industry segment.

Employment Rights Act 1996 (ERA 1996): While the ERA doesn’t directly regulate restrictive covenants, it sets the framework for employment contracts. For instance, any clause that restricts an employee’s post-termination activities must be incorporated into the contract—meaning it can’t be buried in a staff handbook or implied after the fact.

The key takeaway: restrictive covenants must be precise, proportionate, and tailored to your business. Overly aggressive clauses often backfire, leaving employers with no protection at all.

Five employment document checks that change outcomes

1. Non-compete: Is the scope and duration reasonable?

Non-compete clauses restrict an employee’s ability to work for a competitor or start a rival business. Courts scrutinise these heavily—they must be no wider than necessary to protect your business.

What to look for:

• Duration: 6–12 months is typical for most roles, but senior executives or specialised roles may justify longer periods. Anything beyond 12 months risks being open to questions about whether it can be relied on as written unless the role is highly unique.
• Scope of work: The clause should specify the type of work restricted, not just the industry. For example, banning a software developer from "working in tech" is too broad—it should target specific technologies or client projects.
• Geographic reach: A global non-compete for a local sales manager won’t hold up. The restriction should match where your business actually operates.

Practical tip: Compare your clause to industry standards. If your competitors use 6-month non-competes for similar roles, a 24-month restriction may raise red flags.

VetroCheck can help: Upload your document for an instant audit of non-compete terms, with clear flags for overly broad or open to questions about whether it can be relied on as written wording.

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2. Non-solicitation: Are clients, employees, and suppliers clearly defined?

Non-solicitation clauses prevent ex-employees from poaching clients, colleagues, or suppliers. These are more likely to be enforced than non-competes—but only if they’re specific.

What to look for:

• Who’s covered: The clause should list which clients, employees, or suppliers are off-limits. A blanket ban on "all clients" may be open to questions about whether it can be relied on as written if it includes customers the employee never worked with.
• Duration: 6–12 months is standard, but longer periods may be justified for key relationships (e.g., a sales director with deep client ties).
• Active vs. passive solicitation: Some clauses ban active solicitation (e.g., contacting clients) but allow passive contact (e.g., clients reaching out to the ex-employee). Courts often uphold this distinction.

Practical tip: Update your clause when employees change roles. A junior marketer’s non-solicitation terms shouldn’t apply to clients they never serviced.

VetroCheck can help: Get a line-by-line review of non-solicitation wording, with suggestions for tightening vague or overreaching terms.

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3. Geographic scope: Does it match your business footprint?

Geographic restrictions must align with where your business actually operates—not where you might expand. Courts won’t enforce a clause that covers areas where you have no presence.

What to look for:

• Local vs. national vs. global: A clause banning competition "anywhere in the UK" may be open to questions about whether it can be relied on as written for a business that only operates in London. Remote work complicates this—if your team is distributed, the restriction should reflect that.
• Definition of "competitor": If your business only competes in certain regions, the clause should specify those areas. For example, a clause could restrict working for "a competitor in the South East of England" rather than "any competitor in the UK."
• Overlap with non-compete: If your non-compete already restricts working for competitors, a separate geographic clause may be redundant—and could weaken your case if challenged.

Practical tip: Use postcode or regional boundaries to define scope. Avoid vague terms like "within 50 miles of any company office," which can create unintended gaps.

VetroCheck can help: Identify geographic scope that’s either too narrow (leaving gaps) or too broad (risking unenforceability).

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4. Legitimate business interest: Is the clause protecting something real?

Courts won’t enforce a restrictive covenant unless it protects a legitimate business interest. Common examples include:

• Confidential information: Trade secrets, client lists, or pricing strategies.
• Client relationships: Where the employee has built strong ties with key customers.
• Stability of the workforce: Preventing mass departures to a competitor.

What to look for:

• Evidence of risk: The clause should link to a specific risk. For example, a non-solicitation clause for a sales manager is more likely to be enforced if they have deep client relationships.
• Proportionality: The restriction should be no wider than necessary to address the risk. A 24-month non-compete for a junior role with no access to sensitive data is unlikely to hold up.
• Documentation: Keep records of why the clause was included (e.g., client contracts, confidentiality agreements). This helps if the clause is challenged.

Practical tip: Review clauses when employees leave. If a departing employee had no access to confidential data, their non-compete may raise questions about whether it can be relied on as written.

VetroCheck can help: Flag clauses that lack a clear link to a legitimate business interest, with suggestions for strengthening the justification.

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5. Clarity and drafting: Is the wording precise and unambiguous?

Poorly drafted clauses are the most common reason restrictive covenants fail. Courts won’t "fix" vague or contradictory wording—they’ll strike it down.

What to look for:

• Ambiguity: Terms like "competitor," "solicit," or "geographic area" must be defined. For example, does "solicit" include social media posts or only direct contact?
• Contradictions: A clause that bans working for "any competitor" but then lists specific companies may create confusion. Stick to one approach.
• Severability: Include a severability clause to ensure that if one part of the restriction is open to questions about whether it can be relied on as written, the rest remains valid. Without this, a single overreaching term could void the entire clause.

Practical tip: Use plain English. Avoid legal jargon like "heretofore" or "notwithstanding." If a clause needs a lawyer to explain it, it’s probably too complex.

VetroCheck can help: Highlight ambiguous or contradictory wording, with clear recommendations for redrafting.

Workplace paperwork mistakes that cost time and pay

1. Using a "one-size-fits-all" template

Many businesses copy restrictive covenants from old contracts or generic templates. The result? Clauses that don’t match the employee’s role, industry, or actual business risks. For example, a 12-month non-compete for a junior admin assistant is unlikely to be enforced, but a template might include it anyway. Consequence: wasted legal fees trying to enforce an open to questions about whether it can be relied on as written clause.

2. Ignoring role changes

Employees often move between roles, but their restrictive covenants don’t. A sales manager promoted to director might still have a non-solicitation clause that only covers clients they worked with years ago. Consequence: gaps in protection when they leave, or open to questions about whether it can be relied on as written restrictions that overreach.

3. Failing to update for remote work

Pre-pandemic clauses often assume a physical office or local client base. A non-compete that restricts working for competitors "within 50 miles of the company’s London office" may not cover remote workers based in Manchester. Consequence: employees can legally join competitors in other regions, leaving the business exposed.

FAQ

What does the Restrictive Covenant Check: compliance and gap review review?

The Restrictive Covenant Check is an information-only audit of your employment documents, focusing on three key areas:

• Non-compete clauses: Are the scope and duration reasonable and enforceable?
• Non-solicitation clauses: Are clients, employees, and suppliers clearly defined?
• Geographic scope: Does the restriction match your actual business footprint?

The review flags potential compliance gaps or open to questions about whether it can be relied on as written wording, backed by citations from your document.

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Which legal sources are used in the review?

The analysis is based on:

• Common Law: Principles governing the reasonableness of restrictive covenants.
• Tillman v Egon Zehnder (2019): Supreme Court guidance on interpreting ambiguous clauses.
• Employment Rights Act 1996 (ERA 1996): Framework for employment contract terms.

Other relevant UK legal sources may also be referenced where applicable.

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Which specific points are checked?

The agent checks:

• Non-compete clauses: Duration, scope of work, and geographic reach.
• Non-solicitation clauses: Definition of clients, employees, and suppliers; duration; and active vs. passive solicitation.
• Geographic scope: Alignment with your business footprint and overlap with other restrictions.
• Legitimate business interest: Whether the clause protects a real risk (e.g., confidential data, client relationships).
• Clarity and drafting: Ambiguity, contradictions, and severability.

Each finding is backed by a citation from your document.

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Which documents can I upload?

The Restrictive Covenant Check accepts PDF files up to 20 MB. Suitable documents include:

• Employment contracts
• Settlement agreements
• Staff handbooks (if they include restrictive covenants)
• Side letters or addendums with post-termination restrictions

Ensure the document is legible and contains the clauses you want reviewed.

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How much does the review cost and how long does it take?

The full analysis costs £12.99. Results are usually ready within a few minutes as a PDF download, which you can save or share.

Check your employment document now — £12.99

Checklist: Before you upload

1. Gather your document: Ensure it’s the final, signed version of your employment contract or restrictive covenant agreement.
2. Identify key clauses: Note which non-compete, non-solicitation, or geographic restrictions you want reviewed.
3. Check file size: Confirm your PDF is under 20 MB.
4. Review for sensitive data: Redact any personal information (e.g., bank details, home addresses) that isn’t relevant to the clauses.

How VetroCheck helps

VetroCheck’s Restrictive Covenant Check gives you a clear, actionable report in minutes—no legal jargon, no delays. Here’s what you get:

• Compliance flags: Highlights clauses that may be open to questions about whether it can be relied on as written or overly broad.
• Gap analysis: Identifies missing protections or unclear wording.
• Plain-English explanations: Each finding is linked to the relevant legal principle (e.g., Tillman 2019, common law).
• Practical recommendations: Suggestions for redrafting or negotiating clauses.

Important: VetroCheck is not a law firm, is not regulated by the SRA, and does not provide legal advice. The Restrictive Covenant Check is an information-only audit. For specific legal advice, consult a qualified solicitor.

Ready to review your restrictive covenants? Start your check now.

Also see the agent topic page for statute themes and related checks.