12 restrictive covenant examples (UK), annotated

Restrictive covenant examples are easier to judge side by side than in the abstract. Below are 12 example clauses, each marked enforceable, borderline or unenforceable, with the UK case or statute that decides it and the reason in two or three sentences.

Every wording on this page is our own illustration, drafted to match the type of covenant a court or a regulation dealt with. None is copied from a real company's contract. The verdict tells you how the named authority treated a clause of that shape, so read it as a strong pointer for your own clause, not a ruling on it.

Key Takeaways

• The narrower the covenant, the likelier it is to hold: clients and colleagues you actually dealt with, a defined market, a period measured in months.
• Non-competes do survive, but mostly for senior people with confidential information that would still be useful to a rival.
• A court can delete a stray word to save a covenant (example 2). It cannot save one that is too wide in its structure (example 3).
• Freelancers and contractors are covered too. A covenant in a service agreement still has to be reasonable, and agency contractors get extra statutory protection.

For what each type of covenant is and the test behind all of them, start with restrictive covenants explained. This page is the worked examples.

Non-compete examples

1. Senior non-compete limited to one market: enforceable

Illustrative wording: "For 12 months after the Termination Date, the Executive shall not be engaged in any business which competes with the Business in the provision of insurance broking services to social housing providers, save where the Executive's duties relate solely to geographical areas or services with which the Executive was not materially concerned in the 12 months before the Termination Date."

Verdict: Enforceable. A 12-month non-compete is long, and it held here because of who signed it and what it covered.

Why: Mr Thomas was the managing director of an insurance broker specialising in social housing, in particular housing associations. The trial judge accepted evidence that information about arrangements with insurers and planned business could stay confidential for more than a year, and the Court of Appeal agreed he was entitled to find 12 months reasonable. The clause also left him free to work as a broker in other sectors.

Authority: Thomas v Farr plc [2007] EWCA Civ 118. Mr Thomas had asked the court to declare the covenant unenforceable. The Court of Appeal dismissed his appeal, so the covenant stood.

2. Non-compete with one word too many: borderline

Illustrative wording: "For six months after the Termination Date, you shall not directly or indirectly engage or be concerned or interested in any business carried on in competition with any business of the Company with which you were materially concerned in the 12 months before that date."

Verdict: Borderline. As written, the clause goes too far. It survived only because the court could strike out the offending words.

Why: The Supreme Court read "interested" as wide enough to stop Ms Tillman holding even a small shareholding in a competitor, which is more than the employer needed. It then removed the words "or interested", because they could go without rewriting anything else and without a major change to the overall effect of the restraints. The rest of the six-month covenant bound her.

Authority: Tillman v Egon Zehnder Ltd [2019] UKSC 32. This is the leading case on severance, often called the blue-pencil test.

3. Broad non-compete on a salesperson: unenforceable

Illustrative wording: "For 12 months after Termination, you shall not be involved in any capacity with any business which is, or intends to be, in competition with any Restricted Business."

Verdict: Unenforceable.

Why: The defendant was a salesperson, and he also had non-solicitation, non-dealing and non-poaching covenants in the same contract. The High Court held the non-compete went further than reasonably necessary on its duration, the range of businesses it protected, the range of competitors it covered and the roles it banned. The words "or intends to be" could be severed, but removing them did not save the clause.

Authority: Tom James UK Ltd v Potter [2025] EWHC 2873 (KB). It is the other side of example 2: severance fixes one bad phrase, not a clause that is too wide throughout.

4. Non-compete signed as a junior, relied on after promotion: unenforceable

Illustrative wording: "For 12 months from the termination of the Employment, the Employee shall not be concerned or engaged in any business which competes with any part of the Business in which the Employee was actively involved in the 12 months before termination." (Signed by a new account manager.)

Verdict: Unenforceable.

Why: Mr Neilly signed a 12-month non-compete when he joined as an account manager on £35,000 in 2000, and in 2005 he was promoted to Director, Global Account Management. Reasonableness is judged at the date the contract was made, and the employer's own counsel accepted that 12 months could not have been justified for the role he was hired into. His later seniority did not revive it: the judge said a covenant void from the start should be disregarded unless it is later expressly agreed again.

Authority: Patsystems v Neilly [2012] EWHC 2609 (QB). If you were promoted without signing new covenants, find the contract you actually signed.

Non-solicitation and non-dealing examples

5. Non-solicitation of the clients you handled: enforceable

Illustrative wording: "For 12 months after the Termination Date, the Executive shall not solicit or entice away any Client of the Company with whom the Executive dealt directly in the 12 months before the Termination Date."

Verdict: Enforceable.

Why: The clause is limited in two ways that matter: it only covers clients the broker personally dealt with, and it only looks back over his last year. Much of the work renewed annually, so the judge found that anything shorter than 12 months would not have protected the firm's client connections. A clause of this shape is the most common, and most defensible, covenant in practice.

Authority: Lonmar Global Risks Ltd v West [2010] EWHC 2878 (QB). For the difference between soliciting and simply accepting work, see the non-solicitation clause page.

6. Non-dealing with group clients: enforceable

Illustrative wording: "For 12 months after termination, the Employee shall not deal with any client of the Company (or any Subsidiary Company) with whom the Employee dealt in the 12 months before termination, for the purpose of supplying pensions, investment or other advice of a type the Company provides."

Verdict: Enforceable. Non-dealing goes further than non-solicitation, because it catches clients who come to you unprompted.

Why: The advisers had signed with the holding company, which had no clients of its own; the clients sat with a subsidiary. The Court of Appeal refused to read the clause as pointless and treated it as covering the group's clients. It then held 12 months reasonable, given the advisers' seniority, the irregular pattern of client contact and evidence that 12 months was the industry standard.

Authority: Beckett Investment Management Group Ltd v Hall [2007] EWCA Civ 613. An extended definition of "client" in the same clause was severed; the core restriction stood.

7. Non-solicitation of every client, including future ones: unenforceable

Illustrative wording: "For 12 months after termination, the Employee shall not solicit any person who is, or at any time becomes, a client of the Company."

Verdict: Unenforceable.

Why: A business can protect its connection with clients the employee knew. It cannot stop an ex-employee approaching people who only became its clients after he left, because that protects the business from competition rather than protecting anything the employee took with him. The Court of Appeal said such a covenant would be invalid.

Authority: Hanover Insurance Brokers Ltd v Schapiro [1994] IRLR 82 (CA), in the passage from Dillon LJ quoted in Hydra plc v Anastasi [2005] EWHC 1559 (QB) at paragraph 40. We have not seen the Hanover report itself; the quotation is taken from that later judgment.

Non-poaching examples

8. Non-poaching of colleagues you worked with: enforceable

Illustrative wording: "For 12 months after the Termination Date, the Executive shall not solicit the services of, or employ, any person who was an employee of the Company in the 12 months before that date and with whom the Executive had dealings."

Verdict: Enforceable.

Why: The judge accepted that the broker had a legitimate interest in keeping a stable workforce, given how valuable some of its staff were. He also found that a former executive's influence over colleagues was likely to last at least 12 months. The clause was limited to people the executive had actually worked with, and allowed the board to give permission for staff with no client influence or confidential information.

Authority: Lonmar Global Risks Ltd v West [2010] EWHC 2878 (QB), paragraphs 52 to 55.

9. Non-poaching of any employee at any level: unenforceable

Illustrative wording: "For 12 months after termination, the Employee shall not solicit or entice away any employee of the Company."

Verdict: Unenforceable in an ordinary employment contract.

Why: As drafted, the clause covers every employee, however junior, including people who join after you have left. The Court of Appeal said that goes beyond protecting the business's staff and amounts to a covenant against competition. It also noted that employees have the right to work for whichever employer will take them.

Authority: Hanover Insurance Brokers Ltd v Schapiro [1994] IRLR 82 (CA), as quoted in Hydra plc v Anastasi [2005] EWHC 1559 (QB) at paragraph 40. Example 10 shows the same words surviving in a very different setting.

Freelancer and contractor examples

The restraint of trade doctrine is not an employment-only rule. The Supreme Court has put the test in one line: a covenant within the doctrine "is unenforceable against the covenantor unless it is reasonable". The classic case outside employment is Esso Petroleum v Harper's Garage, where the House of Lords applied it to garages tied to one petrol supplier. What changes outside employment is the bargaining position, and that can cut either way.

10. Contractor's own company, small client, any employee: enforceable

Illustrative wording: "The Consultant and the Contractor Company shall not solicit or entice away any employee of the Client for a period of 12 months following the termination date."

Verdict: Enforceable.

Why: Mr Anastasi had been an employee, then supplied his services to the same business through his own LLP, and agreed this covenant in the agreement that ended the arrangement. Unlike example 9, the clause did not distinguish senior from junior staff, and it still held. The client had only 12 employees, and the judge treated it as a commercial agreement between experienced businessmen with equal bargaining power. The covenant was valid, but the claim against him still failed: the judge found he had not enticed anyone away, because the employee had approached him.

Authority: Hydra plc v Anastasi [2005] EWHC 1559 (QB), paragraph 42. If you trade through a limited company or LLP, a court may treat your covenants as business terms rather than employment terms.

11. Freelancer barred from serving the client's competitors: borderline

Illustrative wording: "For 12 months after this Agreement ends, the Supplier shall not provide services to any business that competes with the Client."

Verdict: Borderline. We found no reported case on this exact clause, so this verdict applies the general test rather than a decided case.

Why: A freelancer's trade is serving several clients in one field, so a year away from every competitor of one client can shut out much of that market. The client has to show a real interest to protect, such as confidential information you actually received, and that 12 months across all competitors is no wider than needed. A narrower version, naming a handful of direct competitors or limiting it to the project you worked on, stands a far better chance. A one-sided standard form works against the client here; example 10's equal bargaining power does not apply.

Authority: Peninsula Securities Ltd v Dunnes Stores (Bangor) Ltd [2020] UKSC 36, paragraph 1, for the test, and Tillman at paragraph 29, describing Esso Petroleum v Harper's Garage [1968] AC 269, where a five-year trading tie was enforced and a 21-year one was not. Our guide to non-compete clauses in freelance contracts covers the negotiation.

12. Agency contractor barred from joining the end client: unenforceable

Illustrative wording: "For six months after the Assignment ends, the Contractor shall not work for the Client, directly or through any other agency, and shall tell the Agency the identity of any new engagement."

Verdict: Unenforceable for most contractors placed through an agency, unless you opted out through your company. If you trade through a limited company, the part about telling the agency may still bind you.

Why: Regulation 6 of the 2003 Regulations stops an employment business (the kind of agency that places you with a client) from subjecting you to any detriment, including through a contract term, because you take up work with someone else. It also stops an agency making you tell it who your next employer is. "Employment" here includes working under a contract for services, so it covers contractors, not just employees. Regulation 31 then cuts out a prohibited term, and the rest of the contract carries on if it can work without it.

If you contract through your own limited company, the protection is narrower. The ban on penalising you for working for someone else still applies, but the ban on making you name your next engagement does not (regulation 32(3)). You and your company can also opt out of the Regulations before the agency introduces or supplies you to the client (regulation 32(9)), and then none of this applies. An agency cannot make opting out a condition of finding you work (regulation 32(13)). The agency may still be able to charge the client a transfer fee, which is regulated separately under regulation 10.

Authority: Conduct of Employment Agencies and Employment Businesses Regulations 2003, regulation 6, with regulation 31, regulation 32 and the definition of "employment" in section 13 of the Employment Agencies Act 1973.

Reading your own covenant against these examples

The same few features decided almost every example above. Check your clause against them before you sign:

• Who it covers: Clients and colleagues you personally dealt with (examples 5, 6 and 8) hold far better than "any client" or "any employee" (examples 7 and 9).
• Your role when you signed: A junior hire with executive-grade covenants starts weak, and a later promotion does not fix it (example 4).
• The interest behind it: A non-compete needs real confidential information or client influence behind it (example 1). Without that, it is a ban on competition (example 3).
• Whether one phrase or the whole shape is the problem: A single overreaching word can be cut out (example 2). A clause that is wide on every measure cannot (example 3).
• Who you are contracting as: Employee, freelancer, contractor through your own company, or agency contractor each change the analysis (examples 10 to 12).

For how enforcement plays out once you have left, including solicitor's letters and injunctions, read our guide to restrictive covenants in UK employment contracts.

Is the UK limiting non-compete clauses?

Not yet. As at 23 September 2026 there is no statutory limit on the length of a non-compete. The government said in its May 2023 Smarter regulation paper that it intended to legislate to limit them to three months. In November 2025 it published a working paper on reform options, covering a statutory length limit (including one that varies with company size), a ban, a ban below a salary threshold, or a combination; it closed on 18 February 2026. In her Mais Lecture on 17 March 2026, the Chancellor said the government would place "clear limits" on non-compete clauses.

None of that has changed the law yet: the government has not published a response to the working paper and no bill has been introduced. The proposals are aimed at non-competes in employment contracts, though the paper asked whether limits should reach wider workplace contracts. Examples 1 to 4 are still judged on reasonableness. Examples 5 to 10 are not non-competes, so a cap as proposed would not touch them, and whether example 11 would be covered depends on whether the government goes beyond employment.

If you have a contract with covenants like these in it, upload it to Ookulli. It pulls out each restriction in plain English, points it back to the wording it came from, and names the UK law where there is one, so you can see which of the 12 patterns yours is closest to before you sign.

This page is general information, not legal advice. The cases on it are decisions of the UK Supreme Court and the courts of England and Wales, and each turned on its own facts, so treat a verdict as a guide to how a similar clause is likely to be read rather than an answer about yours. The agency rules in example 12 apply in England, Wales and Scotland; Northern Ireland has its own regulations. For a high-value or complex situation, speak to a qualified solicitor.