Non-Compete vs Non-Solicitation
Last updated: February 2025
Quick Comparison
| Aspect | Non-Compete Clause | Non-Solicitation Clause |
|---|---|---|
| Scope | Prevents all competitive activity in the defined area | Only prevents approaching specific clients or employees |
| Enforceability | Harder to enforce; must be narrowly drawn | Easier to enforce as more targeted and proportionate |
| Impact on employee | Severely limits employment options | Employee can work for a competitor but cannot solicit |
| Legitimate interest | Protects trade secrets and competitive position | Protects client and employee relationships |
| Typical duration | 3-12 months | 6-12 months |
What Is a Non-Compete Clause?
A restrictive covenant preventing a departing employee from working for or setting up a competing business for a defined period and geography.
Key Features
- • Prevents the employee from competing in a defined market or area
- • Must be reasonable in scope, duration, and geography
- • Most restrictive type of covenant; hardest to enforce
- • Typically lasts 3-12 months post-employment
Best For
- • Very senior roles with strategic knowledge
- • Employees with access to highly confidential business plans
- • Industries where client relationships are easily transferable
What Is a Non-Solicitation Clause?
A restrictive covenant preventing a departing employee from approaching or soliciting clients, customers, or employees of their former employer.
Key Features
- • Prevents approaching defined clients or employees
- • Less restrictive than a non-compete
- • Easier to enforce because it is more targeted
- • Does not prevent working for a competitor generally
Best For
- • Client-facing roles where relationships are personal
- • Protecting against poaching of key staff
- • Roles where the employee has influence over clients
When to Use a Non-Compete Clause
Use a non-compete for senior leadership, directors, and roles with access to genuinely strategic information. Keep the scope, geography, and duration to the minimum necessary to protect legitimate interests.
When to Use a Non-Solicitation Clause
Use a non-solicitation clause for client-facing roles, sales staff, and anyone with significant personal relationships with clients or influence over other employees.
Which Does Your Business Need?
Most employment contracts should include a non-solicitation clause as a baseline. Add a non-compete only for roles where it is genuinely necessary and can be justified as reasonable. Using both in combination provides layered protection, with the non-solicitation as a fallback if the non-compete is struck down.
FAQ
How long can a non-compete last in the UK?
There is no statutory maximum, but courts assess reasonableness. For most employees, 3-6 months is typically enforceable. For very senior roles, up to 12 months may be upheld. Anything longer is extremely difficult to enforce.
What is the difference between non-solicitation and non-dealing?
Non-solicitation prevents the employee from actively approaching clients. Non-dealing goes further by preventing any dealings with defined clients, even if the client approaches the employee. Non-dealing is more restrictive and harder to enforce.
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