Confidentiality and Restrictive Covenants
Confidentiality clauses and restrictive covenants are common terms in employment contracts designed to protect an employer’s legitimate business interests.
If you have such clauses in your contract, it is important to understand what they mean, when they apply and how they affect your rights during and after employment.
This page explains the types of clauses you may encounter, how UK law treats them, and what happens if you are asked to comply with them during or after your employment.
What are Confidentiality Clauses?
A confidentiality clause (sometimes called a non-disclosure clause) is a term in your contract that restricts you from using or sharing confidential business information both during and after your employment ends.
Confidential information might include:
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trade secrets or processes
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commercial or financial information
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customer and supplier lists
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strategic or marketing plans
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employee or personnel information
Confidentiality clauses are generally enforceable if they are reasonable, clear and specific about the type of information they cover.
What are Restrictive Covenants?
Restrictive covenants are contractual terms that limit your ability to carry out certain activities after your employment has ended. Common forms include:
Non-Compete Clauses
A non-compete clause prevents you from working for a competitor or starting a competing business for a set period of time and, sometimes, within a geographic area.
Non-Solicitation Clauses
A non-solicitation clause stops you from contacting or doing business with former clients or customers of your employer after your employment ends.
Non-Dealing Clauses
Non-dealing clauses prevent you from dealing with certain clients or customers, even if you did not actively solicit them.
Non-Poaching Clauses
A non-poaching clause restricts you from recruiting or hiring colleagues from your former employer once you have left.
When Are These Clauses Enforceable?
Confidentiality and restrictive covenants are only enforceable if they protect a legitimate business interest and are reasonable in scope, duration and geography.
The courts consider several factors:
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whether the clause is necessary to protect genuine business interests such as trade secrets, confidential information or client relationships
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whether the restrictions are reasonable in duration (typically measured in months, not years)
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whether the geographical scope is appropriate
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the nature of your role and access to sensitive information
A clause that is too broad, overly restrictive or drafted to prevent competition may not be enforceable.
What Happens After my Employment Ends?
Even after your contract ends, you are generally expected to keep your former employer’s confidential information secret.
However, courts are more likely to enforce confidentiality where:
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the information has real commercial value
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it is not readily available in the public domain
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you received specific confidential information in the course of employment
Confidentiality obligations must be clearly expressed in your contract or a separate written policy that forms part of your contractual terms.
What are Post-Termination Restrictions?
Restrictive covenants can only bind you after your employment ends if:
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they are expressly written into your contract, and
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they are reasonable in protecting legitimate interests.
For example:
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a six-month non-compete after termination may be upheld for senior sales staff
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a non-solicitation clause preventing contact with specific clients you personally dealt with is more likely to be upheld than a blanket restriction
If a court finds a restriction to be unreasonable, it may refuse to enforce it.
Can My Employer Ask Me to Agree New Clauses?
Your employer may ask you to agree to new or amended confidentiality terms or restrictive covenants. Before signing:
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review exactly what is being restricted (activities, timeframe, geography)
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consider whether the restrictions are reasonable in your context
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ask whether the restrictions are necessary to protect legitimate business interests
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seek independent legal advice if you are unsure
Having enforceable clauses that are narrowly tailored helps protect both your rights and your former employer’s interests.
Frequently Asked Questions
Are non-compete clauses enforceable in the UK?
Non-compete clauses may be enforceable if they protect legitimate business interests and are reasonable in scope, duration and geography.
How long can a restrictive covenant last?
There is no fixed maximum, but periods of 6–12 months are more likely to be upheld if justified.
Can my employer enforce confidentiality after employment ends?
Yes, but only where confidential information is genuinely sensitive and clearly defined in your contract.
How We Can Help
Restrictive covenants and confidentiality obligations are technical areas of law and can significantly impact your future employment prospects. We can help you:
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understand whether a clause is enforceable
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assess the legal risk of particular post-termination restrictions
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advise on compliance with existing contractual obligations
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negotiate more favourable terms where appropriate
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represent you in disputes over enforceability
DC Employment Solicitors’ expert advice helps ensure your rights are protected and that you understand your obligations.
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