Can an NDA stop you working for competitors in the UK?
Published on
A standard NDA does not stop you working for competitors. It restricts what you can disclose, not who you can work for. The reason this question gets asked so often is that many NDAs in the UK contain a separate non-compete clause buried inside the same document, and that clause does try to restrict your future work. Whether it can actually do so depends on whether it passes the UK reasonableness test.
That sentence is the most important sentence in this article. An NDA and a non-compete are two different legal things that frequently arrive in the same envelope. Most freelancers read the heading on the front page, see "Non-Disclosure Agreement," and assume the rest of the document is about confidentiality. It often is not.
Take Priya, a freelance product manager based in Edinburgh. She signed what looked like a routine NDA before joining a six-month consulting project with a fintech startup. Three months into the project a competing fintech approached her about a separate contract starting after her current one ended. She went back to the NDA to check whether she was free to take it. Clause 9, two pages in, said she could not "provide services to any business competing in the consumer fintech sector" for 12 months after the project ended. She had not noticed when she signed it. Whether that clause was enforceable is exactly the question this article answers.
Key takeaways
An NDA and a non-compete are legally different things, but they often appear in the same document
A confidentiality obligation by itself does not prevent you working for competitors
An embedded non-compete is subject to the same UK enforceability test as any standalone restrictive covenant
Scope, duration, and geography all matter, and clauses that fail on any one of them can be void
The time to identify and negotiate these clauses is before you sign, not when a new client appears
What an NDA actually restricts
An NDA restricts disclosure. That is the entire scope of a standard confidentiality agreement. It says: do not share what you learned here with people outside this agreement, and do not use the information for purposes other than the work you have been contracted for.
That is genuinely useful protection for a client. It is also genuinely limited. A confidentiality obligation does not say:
You cannot work for our competitors
You cannot take similar work in our industry
You cannot offer the same services elsewhere
If your NDA contains language like that, the language is not the confidentiality obligation. It is something else added on top.
The confusion comes from three places. First, NDA documents are typically multi-page and densely written, so additional restrictions are easy to miss. Second, many clients deliberately bundle a non-compete into the NDA rather than putting it in the main service agreement, because freelancers tend to scrutinise the service agreement more carefully. Third, the document heading frames the reader's expectations. If it says "Non-Disclosure Agreement," readers stop looking for non-disclosure things to flag and miss the rest.
How to spot a hidden non-compete clause in your NDA
The clauses that try to restrict your future work usually sit two-thirds of the way through the document, under headings that sound innocuous. Common spots:
"Restrictions" or "Restrictive Obligations"
"Post-Termination Obligations"
"General Provisions" (a particularly common hiding place)
Sometimes simply nested inside a numbered list with no special heading
The language usually follows recognisable patterns. Three to watch for, each restricting something different:
Non-compete (restricts you from working in the field):
"During the Term and for a period of [12] months thereafter, the Recipient shall not directly or indirectly provide services to, be employed by, or invest in any business competing with the Discloser's business."
Sector restriction (a broader form of non-compete):
"The Recipient shall not engage with any entity in the [defined sector] for a period of [X] months following the termination of this Agreement."
Non-solicitation / non-dealing (restricts you from working with the client's contacts):
"The Recipient agrees not to solicit, accept work from, or perform services for any client or prospective client of the Discloser for a period of [Y] months."
Non-solicitation is usually narrower and easier to justify than a non-compete, so a court is more likely to enforce it. Non-dealing (where the restriction bites even if the contact approaches you, not the other way round) is harder to justify and worth closer scrutiny. The non-compete deep-dive has more on the distinction.
If you see anything that names a time period and restricts your future activity, that is not a confidentiality clause. That is a non-compete or a non-solicitation clause sitting inside an NDA. The NDA review guide goes through these placements in more detail, with specific positioning by clause type.
Want a second pair of eyes? Ookulli scans NDAs specifically for these hidden restriction clauses and flags them with the exact section and what they cover. From £10, no subscription. See pricing.
Is an NDA-embedded non-compete enforceable in the UK?
The legal test is the long-standing restraint-of-trade test, applied to any restrictive covenant. Tillman v Egon Zehnder [2019] UKSC 32 is the most recent Supreme Court authority, and its specific contribution is on severance (the "blue pencil" test) rather than the reasonableness test itself, which predates it. For the clause to be enforceable, the court asks two questions:
Does it protect a legitimate business interest? Confidential information, customer connections, and trade secrets are recognised legitimate interests. Vague concerns about "competition" are not.
Does it go no further than is reasonably necessary to protect that interest? Scope, duration, and geography all factor. This is where most NDA-embedded non-competes fall over.
If the clause fails the second question, Tillman also confirms that the court can sever the unenforceable words using the blue pencil test (the words can be struck out, the remainder still reads as a sentence, and the contract's overall character does not change). It will not rewrite the clause to save it.
Here is the practical problem for the client trying to enforce one. The legitimate business interest they would point to is protecting confidential information. But the NDA itself already protects confidential information. Adding a non-compete on top is going beyond what is reasonably necessary because the confidentiality obligation, properly drafted, already does the protective work.
Courts often take the view that where a confidentiality obligation already protects the information, an additional restraint on who the freelancer can work for is doing work the confidentiality clause already does, and is harder to justify as reasonably necessary. The bar for enforceability is high, and a clause that simply says "you cannot work for competitors for 12 months" without specific scope, geography, and a clearly defined interest is unlikely to survive challenge.
For the full enforceability framework, including how courts assess scope and the difference between client lists and sector-wide restrictions, see the non-compete clause guide.
What to do if your NDA contains a non-compete
There are two situations: you are about to sign, or you have already signed and a conflict has appeared. Different answers.
If you have not signed yet
Raise the clause directly and propose a narrower version. A reasonable amendment would be:
Named direct competitors only, not a whole sector
A maximum duration of three months
A specific geographic scope, ideally the UK or a defined region
Professional framing matters. "I'd like to limit clause 9 to [named competitors] for three months. I need to be able to take general client work in my field after the project ends, and a sector-wide 12-month restriction would prevent me earning a living" works far better than a flat refusal. The negotiation guide has more on how to raise contract amendments without putting the client on the defensive.
If you have already signed
Three steps. First, assess whether the clause passes the reasonableness test using the framework above. If it is overbroad on scope, duration, or geography, it may well be unenforceable. Second, if you want to take a potentially conflicting opportunity, get a brief legal opinion before proceeding. A £150 hour-long solicitor consultation can save a great deal of trouble. Third, consider going back to the client to request a waiver for the specific opportunity. Many clients will agree if the relationship has been good, particularly if you can show that the new work does not involve confidential information from theirs.
The practical risk even if the clause is unenforceable
This is the bit that catches freelancers out. A clause being probably unenforceable in court is not the same as being safe to ignore. Three things can still happen:
A cease-and-desist letter can land in your inbox the day you start the new work. Even if you would ultimately win, responding to it consumes time and may make the new client nervous.
An interim injunction can be granted within 48 hours in urgent cases. The court does not need to be sure you have breached anything, only that there is a serious issue to be tried. If granted, you cannot start the new work until the full hearing. The mechanics of how interim injunctions and cease-and-desist letters actually play out are covered in more detail in what happens if you breach an NDA in the UK.
The legal costs of fighting the clause may exceed the value of the work you are trying to take. Even when you win, you may not recover all your costs.
Marcus, a freelance backend engineer in Leeds, ran into exactly this. His NDA non-compete clause was almost certainly overbroad. He decided to take a new contract anyway. Two weeks later he received a solicitor's letter from the original client demanding he stop. He had not done anything that would cost the original client money, but the new client got cold feet, the new contract was cancelled, and Marcus spent six weeks negotiating his way out of the situation. The clause was probably unenforceable. The disruption was real.
The better outcome is identifying these clauses before signing and either removing them or narrowing them. The risky contract clauses guide covers what else to look for in the same review.
Frequently asked questions
Can an NDA stop me taking on a new client UK?
A standard NDA on its own restricts disclosure, not which clients you take. But if the NDA contains an embedded non-compete or non-solicitation clause, and that clause is enforceable, it can restrict you. Check the full document for restriction language under headings like "Restrictions" or "Post-Termination Obligations."
What is the difference between an NDA and a non-compete?
An NDA is a confidentiality agreement: it restricts what you can disclose. A non-compete is a restrictive covenant: it restricts who you can work for and in what activities. They are legally distinct, but they are often packaged into the same document.
How do I know if my NDA has a non-compete clause in it?
Read every clause, especially those under "Restrictions," "Post-Termination Obligations," or "General Provisions." Look for any language tied to a time period that restricts your future activity. Phrases like "shall not provide services," "shall not engage with," or "shall not solicit" combined with a duration are the signal.
Is a non-compete inside an NDA enforceable in the UK?
It is subject to the same enforceability test as a standalone non-compete, set out in Tillman v Egon Zehnder [2019] UKSC 32. Many NDA-embedded non-competes fail because the confidentiality obligation already protects the legitimate business interest, making the additional restriction excessive.
What should I do if my NDA prevents me working for a new client?
First, check if the clause is actually a non-compete or just a confidentiality obligation. Second, assess whether it would survive the reasonableness test. Third, consider requesting a waiver from the client for the specific opportunity. If unsure, take brief legal advice.
Can I ask a client to remove a non-compete from an NDA?
Yes. Most clients will accept narrower wording, particularly if you frame it as: confidentiality obligations remain in full, but the activity restriction is limited to named direct competitors for a shorter period. Raise it in writing, propose specific replacement text, and keep the tone collaborative.
Catch the clause before it catches you
The single most expensive moment in a freelancer's career is the moment they sign an NDA without reading the full document. The cheapest way to handle a hidden non-compete is to find it on page three before you sign, not in a solicitor's letter six months later.
Ookulli reviews NDAs specifically for these hidden restriction clauses, shows you exactly where they sit and what they cover, and assesses them against UK enforceability standards with every flag traceable to the source. From £10, no subscription, 30-day money-back guarantee.
This content is for informational purposes only and does not constitute legal advice. If you have specific concerns about a non-compete clause in your NDA, consider consulting a qualified solicitor.
