Non Compete Agreement UK Template

UK Restrictive Covenant & Non-Compete Agreement

Document ID: TR-NC-UK-001 Effective Date: [____/____/2026]

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Instructions for Use:

• This document is to be completed by the Company's HR Department or Legal Counsel and the Employee at the commencement of employment or upon a significant change in role requiring such covenants.
• Once signed, the original executed agreement must be retained securely in the Employee's personnel file for a minimum of 7 years post-termination of employment. A scanned copy should also be stored digitally for disaster recovery.
• Mandatory Attachments: A copy of the Employee's primary Employment Contract should be attached or directly referenced within this agreement to ensure proper context and consideration.

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1. Parties

This Restrictive Covenant & Non-Compete Agreement (the "Agreement") is made effective as of the Effective Date between:

1.1 The Company:

• Name: [__________] (the "Company")
• Company Registration Number: [__________]
• Registered Office Address: [__________]
• Contact Person/Department: [__________]

1.2 The Employee:

• Full Legal Name: [__________] (the "Employee")
• National Insurance Number: [__________]
• Residential Address: [__________]
• Date of Birth: [____/____/____]

2. Background and Recitals

2.1 The Employee is employed by the Company in the position of [__________] (the "Role"). 2.2 In the course of the Employee's employment, the Employee will acquire, or has acquired, highly sensitive and confidential information, trade secrets, business strategies, customer relationships, supplier relationships, and employee details critical to the Company's competitive advantage and commercial success. 2.3 The Company has a legitimate business interest in protecting its confidential information, goodwill, and customer/employee base from unfair competition, and ensuring the stability of its workforce. 2.4 The parties agree that the restrictive covenants set out in this Agreement are reasonable and necessary to protect the Company's legitimate business interests and form a material part of the Employee's terms of employment, for which adequate consideration has been provided (e.g., ongoing employment, access to confidential information, training).

3. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

3.1 "Commencement Date": The date the Employee commenced employment with the Company, being [____/____/____]. 3.2 "Confidential Information": Any information, not publicly known or readily ascertainable, relating to the Company's business, finances, operations, products, services, processes, customers, suppliers, strategies, or employees, including but not limited to trade secrets, know-how, marketing plans, client lists, pricing structures, intellectual property, software, data, and business methods. 3.3 "Restricted Business": Any business, enterprise, or activity which is competitive with or materially similar to the business of [__________] carried on by the Company or any Group Company during the [__________] months immediately preceding the Termination Date, and in which the Employee was materially involved or had access to Confidential Information. 3.4 "Restricted Client": Any person, firm, company, or entity who was a client or prospective client of the Company or any Group Company and with whom the Employee had material dealings, or for whom the Employee was responsible, in the [__________] months immediately preceding the Termination Date. 3.5 "Restricted Employee": Any person who was an employee, consultant, or officer of the Company or any Group Company at any time in the [__________] months immediately preceding the Termination Date, and with whom the Employee had material dealings or supervisory responsibility. 3.6 "Restricted Period": The period of [__________] months commencing on the Termination Date. (To be set based on Employee's role and access; typically 3-12 months) 3.7 "Restricted Territory": The geographical area of [__________] or any territory in which the Company or any Group Company carried on the Restricted Business and where the Employee performed duties or had responsibilities during the [__________] months immediately preceding the Termination Date. 3.8 "Termination Date": The date on which the Employee's employment with the Company ceases for any reason, whether by notice, resignation, dismissal, or otherwise. 3.9 "Group Company": Any subsidiary or holding company of the Company or any subsidiary of such holding company (as defined in section 1159 of the Companies Act 2006).

4. Restrictive Covenants

The Employee agrees that, in consideration of their employment and access to Confidential Information, the following covenants are reasonable and necessary to protect the legitimate business interests of the Company and shall apply:

4.1 Non-Compete: During the Restricted Period, the Employee shall not, directly or indirectly, whether on their own behalf or on behalf of any other person, firm, company, or entity, be engaged, concerned, or interested in (as an employee, consultant, director, partner, agent, or otherwise) any Restricted Business within the Restricted Territory.

4.2 Non-Solicitation of Clients/Customers: During the Restricted Period, the Employee shall not, directly or indirectly, solicit or endeavour to solicit the custom of any Restricted Client with a view to providing goods or services competitive with those provided by the Company or any Group Company.

4.3 Non-Dealing with Clients/Customers: During the Restricted Period, the Employee shall not, directly or indirectly, deal with any Restricted Client on their own behalf or on behalf of any other person, firm, company, or entity in respect of any business competitive with the Restricted Business. This restriction applies even if the Restricted Client approaches the Employee first.

4.4 Non-Solicitation of Employees: During the Restricted Period, the Employee shall not, directly or indirectly, solicit or entice away from the Company or any Group Company any Restricted Employee for employment or engagement by any other person, firm, company, or entity.

5. Confidentiality

The Employee acknowledges and agrees that all Confidential Information is and shall remain the exclusive property of the Company. The Employee shall not at any time, whether during employment or after the Termination Date, disclose, use, or permit to be disclosed or used, any Confidential Information, except as required by law or as expressly authorised in writing by the Company. This obligation of confidentiality shall survive the Termination Date indefinitely.

6. Return of Company Property

Upon the Termination Date, or at any other time upon the Company's request, the Employee shall immediately return to the Company all property belonging to the Company or any Group Company, including but not limited to documents, files, data, records, keys, passes, computer equipment, mobile phones, and any other items containing Confidential Information. The Employee shall also delete all Company data from any personal devices and certify in writing to the Company that all such property and data has been returned or destroyed.

7. Acknowledgements

7.1 The Employee acknowledges and confirms that they have read and understood the terms of this Agreement and had the opportunity to seek independent legal advice regarding its contents and implications. 7.2 The Employee acknowledges and agrees that the duration, geographical scope, and nature of the restrictive covenants set out in Section 4 are reasonable and necessary to protect the legitimate business interests of the Company, and that the Employee possesses or will possess Confidential Information and have or will develop relationships justifying these restrictions.

8. Remedies

The Employee acknowledges that a breach of any of the covenants contained in this Agreement may cause irreparable harm to the Company for which monetary damages alone may not be an adequate remedy. Accordingly, the Employee agrees that, in addition to any other remedies available, the Company shall be entitled to seek injunctive relief (including interim and final injunctions) to prevent any actual or threatened breach of this Agreement, without the need to post a bond or other security.

9. Severability

Each of the restrictive covenants in Section 4 shall be construed as a separate and independent covenant. If any such covenant or part thereof is held to be invalid, unenforceable, or unreasonable by a court of competent jurisdiction, it shall be severed from this Agreement, and the remaining covenants and parts thereof shall remain in full force and effect. The parties agree that if any such covenant is held to be invalid, unenforceable, or unreasonable, but would be valid, enforceable, or reasonable if some part of it were deleted, the covenant shall apply with the minimum modifications necessary to make it valid, enforceable, and reasonable.

10. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral. No amendment or modification to this Agreement shall be valid unless made in writing and signed by both parties.

12. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but which, when taken together, shall constitute one and the same agreement.

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Execution and Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) indicated below.

For and on behalf of The Company:

Signature: _________________________ Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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The Employee:

Signature: _________________________ Printed Name: [__________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.