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how to draft a non-solicitation agreement uk

How to Draft a Non-Solicitation Agreement in the UK

If you need to know how to draft a non-solicitation agreement in the UK, you are likely protecting your business from an employee, contractor, or departing partner approaching your clients or staff after they leave. Non-solicitation agreements are a specific type of restrictive covenant under UK contract law. They are enforceable — but only if they are drafted carefully, scoped reasonably, and tied to a legitimate business interest. Courts will strike down clauses that are too broad or too long. This guide walks you through what must be included, how to set the right duration and scope, and where the common drafting mistakes happen. It covers agreements used in employment contracts, consultancy agreements, and standalone post-termination documents. If your situation involves senior employees, complex client relationships, or high-value commercial arrangements, you should have a solicitor review the final document. For most standard cases, a well-structured template reviewed with AI assistance will get you most of the way there.

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Why this matters

You have built up a client base or a team, and someone is leaving. Maybe it is a salesperson who knows your top accounts, a consultant who worked closely with your customers, or a co-founder walking out the door. You want to stop them from immediately poaching those relationships. The problem is that a badly drafted non-solicitation clause is worse than useless — it gives you false confidence and then fails in court. Most founders either copy something off the internet without understanding the enforceability rules, or pay for a solicitor when they do not need to. This page helps you understand exactly what needs to go in the document and why.

The Atornee approach

Atornee lets you generate a non-solicitation agreement built around UK enforceability standards, not a generic international template. You answer a short set of questions — who is being restricted, what relationships are covered, how long the restriction runs — and Atornee produces a document structured to pass the reasonableness test UK courts apply to restrictive covenants. You can also paste in an existing clause and ask Atornee to flag enforceability risks before you rely on it. It is not a substitute for a solicitor in complex cases, but for standard employment or consultancy scenarios it saves you time and gives you a document you can actually use.

What you get

A clear breakdown of every clause a UK non-solicitation agreement must contain to be enforceable, including scope, duration, and legitimate business interest.
Practical guidance on setting restriction periods that UK courts are likely to uphold — typically six to twelve months depending on seniority and role.
Drafting language that distinguishes between client non-solicitation and staff non-solicitation, so you can include one or both without conflating them.
A checklist of common drafting errors that cause non-solicitation clauses to fail, including overly broad definitions and missing consideration.
Guidance on when to include a non-solicitation clause inside an existing contract versus using a standalone post-termination agreement.

Before you sign checklist

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1. Identify exactly who is being restricted — employee, contractor, director, or co-founder — as this affects the enforceability threshold and required consideration.
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2. Define the specific relationships being protected: named clients, active prospects, or all customers dealt with in the last twelve months are common and defensible formulations.
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3. Set a restriction period proportionate to the role — six months is standard for most employees, up to twelve months for senior or client-facing roles.
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4. Confirm there is valid consideration — for new hires this is the job offer itself; for existing employees you must provide something of value in exchange for signing.
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5. Decide whether you need client non-solicitation, staff non-solicitation, or both, and draft each as a separate clause with its own defined scope.
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6. Check that the agreement is governed by English and Welsh law (or Scottish law if applicable) and includes a severability clause so a court can strike out an unenforceable part without voiding the whole document.
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7. If the person being restricted is a senior employee or the commercial stakes are high, have a solicitor review the final draft before it is signed.

FAQ

Are non-solicitation agreements enforceable in the UK?

Yes, but only if they are reasonable. UK courts apply a reasonableness test to all restrictive covenants. The restriction must protect a legitimate business interest, be no wider than necessary in scope, and run for a proportionate period. A clause that tries to prevent someone from approaching any business contact they ever met will almost certainly be struck down. A clause limited to active clients the person dealt with in the last twelve months, running for six months post-termination, has a much better chance of holding up.

What is the difference between a non-solicitation agreement and a non-compete?

A non-solicitation agreement restricts who a person can approach — typically your clients or your staff. A non-compete restricts where they can work altogether, preventing them from joining a competitor or starting a rival business. Non-competes are harder to enforce in the UK because they are broader. Non-solicitation clauses are generally more defensible because they are targeted. Many employment contracts include both, but they should be drafted as separate clauses with separate justifications.

How long can a non-solicitation restriction last in the UK?

There is no fixed legal maximum, but UK courts look at what is reasonable given the role. For most employees, six months is considered standard and defensible. For senior employees with deep client relationships or access to sensitive commercial information, twelve months is often upheld. Anything beyond twelve months is difficult to justify unless the circumstances are exceptional. The longer the restriction, the stronger your justification needs to be.

Do I need to pay an employee to sign a non-solicitation agreement after they have already started?

Yes. If you ask an existing employee to sign a new or standalone non-solicitation agreement after their employment has already begun, you need to provide fresh consideration — something of value in exchange for their agreement. This could be a pay rise, a bonus, additional benefits, or a promotion. Simply continuing their employment is not sufficient consideration under English law. If you do not provide this, the agreement may be unenforceable.

Can I include a non-solicitation clause in a consultancy or contractor agreement?

Yes, and it is common practice. However, the enforceability rules still apply — the clause must be reasonable in scope and duration. Courts may also scrutinise whether the restriction is consistent with the contractor's genuinely self-employed status. If the contractor is effectively working as an employee in practice, employment law considerations may come into play. For high-value contractor relationships, it is worth having a solicitor check both the employment status question and the restrictive covenant.

What happens if someone breaches a non-solicitation agreement?

You can apply to court for an injunction to stop the breach continuing, and you can claim damages for any loss caused. In practice, getting an injunction quickly requires evidence that the breach is happening and that damages alone would not be adequate compensation. You should document any breach as soon as you become aware of it — emails, witness accounts, evidence of client contact — and take legal advice promptly. Delay weakens your position in injunction applications.

Related Atornee Guides

Cheap Contract Solicitor Alternative (UK)

Useful if you want to understand when AI-assisted drafting is sufficient versus when a solicitor is worth the cost for restrictive covenant work.

Cheap Solicitor for NDA (UK)

Non-solicitation agreements are often paired with NDAs — read this if you also need to protect confidential information from the same person.

Atornee Use Cases

See how UK founders and HR teams use Atornee to handle employment documents and post-termination agreements across different business contexts.

External References

GOV.UK Business and Self-employed

Official UK government guidance on employment and business operations, relevant context for understanding the legal framework around employment contracts.

UK Legislation

Primary statutory reference for UK contract law — useful for checking the legal basis of restrictive covenant enforceability and employment legislation.

Trust & Verification Policy

Authored By

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Atornee Editorial Team

UK Employment and Contract Research

Reviewed By

C

Compliance Review Desk

UK Business Legal Content QA

Last reviewed on 3/4/2026

"This content is based on analysis of UK case law on restrictive covenants and practical review of non-solicitation clauses used across employment, consultancy, and commercial agreements in the UK. It reflects the enforceability standards applied by English and Welsh courts."

References & Sources