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non-compete agreement review checklist uk

Non-Compete Agreement Review Checklist: What to Check Before You Sign

If you've been handed a non-compete agreement and you're not sure what you're looking at, this non-compete agreement review checklist for UK businesses is where to start. Non-competes — formally called restrictive covenants — are common in employment contracts, shareholder agreements, and business sale documents. But in the UK, they're only enforceable if they're reasonable in scope, duration, and geography. Courts regularly strike them down when they go too far. That means a badly drafted clause can either leave your business exposed or trap you in an agreement that wouldn't hold up anyway. Before you sign anything, you need to check the restriction type, the time period, the geographic reach, and whether there's legitimate business interest being protected. This checklist walks you through exactly what to look for, what the red flags are, and when you need a solicitor rather than a checklist.

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Why this matters

Most founders and employees sign non-compete clauses without reading them properly — or they read them but don't know what's enforceable. In the UK, non-competes aren't automatically valid just because someone put them in a contract. They have to be proportionate and protect a genuine business interest. If you're selling a business, hiring a senior employee, or leaving a job, the terms in that clause could affect what you're allowed to do for the next one to three years. Getting it wrong in either direction costs you: too broad and it's unenforceable when you need it; too vague and you don't know what you've agreed to.

The Atornee approach

Atornee lets you upload your non-compete agreement and get a structured review in minutes — not days. It flags clauses that are likely unenforceable under UK law, identifies missing protections, and highlights terms that are unusually broad compared to standard UK practice. You're not getting generic AI output. You're getting a review mapped to UK contract law principles, with plain-English explanations of what each clause actually means for your situation. It won't replace a solicitor for complex disputes or high-value transactions, but for a first-pass review before you decide whether to escalate, it's faster and cheaper than anything else available.

What you get

A clause-by-clause breakdown of your non-compete agreement against UK enforceability standards
Identification of red flags — overly broad restrictions, missing carve-outs, or unprotected business interests
Plain-English explanation of what each restrictive covenant actually prevents you or the other party from doing
A clear escalation signal telling you whether this needs a solicitor before you sign
Comparison of your agreement's duration and geographic scope against what UK courts typically accept as reasonable

Before you sign checklist

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1. Identify the type of restriction — non-compete, non-solicit, non-dealing, or non-poaching — as each has different enforceability thresholds in the UK
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2. Check the duration: anything over 12 months for an employee or 2–3 years for a business sale warrants close scrutiny
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3. Review the geographic scope: a nationwide restriction for a regional role is a common red flag
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4. Confirm there is a clearly stated legitimate business interest being protected, such as trade secrets, client relationships, or goodwill
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5. Look for consideration — if this clause is being added after employment has started, check whether anything was given in return
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6. Upload the document to Atornee for a structured review before deciding whether to sign, negotiate, or escalate
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7. If the agreement is tied to a business sale, a senior hire, or a dispute, instruct a solicitor — the stakes are too high for a checklist alone

FAQ

Are non-compete agreements enforceable in the UK?

Yes, but only if they're reasonable. UK courts apply a two-part test: the restriction must protect a legitimate business interest, and it must go no further than necessary to protect that interest. Clauses that are too broad in time, geography, or scope are routinely struck down. There's no automatic enforceability just because both parties signed.

What's a reasonable duration for a non-compete in the UK?

For employees, 6 to 12 months is typically the upper limit courts will accept, depending on seniority and the nature of the role. For business sales, longer periods — sometimes up to 3 years — can be justified because the seller is being paid for goodwill. Anything beyond that needs strong justification.

Can I negotiate a non-compete clause before signing?

Yes, and you should if the terms are broader than you're comfortable with. Non-competes are contractual terms, not statutory requirements. You can propose a shorter duration, a narrower geographic scope, or specific carve-outs for clients you already had before joining. Getting pushback doesn't mean the clause is non-negotiable.

What happens if I breach a non-compete agreement in the UK?

The other party can apply for an injunction to stop you, and potentially claim damages. However, if the clause is unenforceable — because it's too broad — a court won't uphold it. That's why reviewing the clause before you breach it matters. Don't assume it's unenforceable without checking.

Do non-compete clauses apply after redundancy in the UK?

Generally yes, unless the contract says otherwise or the employer has breached the contract themselves — for example, by failing to pay notice. If you were made redundant and the employer didn't honour your notice terms, that may give you grounds to argue the restrictive covenants no longer apply. This is a legal question worth escalating.

What's the difference between a non-compete and a non-solicit clause?

A non-compete stops you working for a competitor or starting a competing business. A non-solicit stops you approaching the other party's clients or employees, but doesn't prevent you working in the same industry. Non-solicits are generally easier to enforce because they're narrower. Many contracts include both.

Related Atornee Guides

Cheap Contract Solicitor Alternative (UK)

Compare broader contract workflow options if you need more than a non-compete review.

Cheap Solicitor for NDA (UK)

Pair this when your non-compete also includes confidentiality obligations.

Atornee Use Cases

See how UK founders and operators use Atornee across different contract review scenarios.

External References

GOV.UK Business and Self-employed

Official UK guidance on employment and business operations, relevant to understanding the regulatory context for restrictive covenants.

UK Legislation

Primary statutory reference for UK contract law principles that govern enforceability of non-compete clauses.

Trust & Verification Policy

Authored By

A

Atornee Editorial Team

UK 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 patterns around restrictive covenant enforceability and common clause structures seen in UK employment and business sale agreements. It reflects practical review criteria used when assessing non-compete agreements for UK businesses."

References & Sources