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non-solicitation agreement review checklist uk

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

If you've been handed a non-solicitation agreement to sign — or you're issuing one — this non-solicitation agreement review checklist for UK businesses will help you spot what matters before anything is agreed. Non-solicitation clauses restrict who you can approach after a working relationship ends: typically clients, customers, or staff. They're common in employment contracts, consultancy agreements, and business sale documents. The problem is they vary wildly in scope. Some are narrow and reasonable. Others are so broad they could seriously limit how you operate your business or your next career move. UK courts will not enforce a non-solicitation clause that goes further than is reasonably necessary to protect a legitimate business interest — but that doesn't mean you should rely on that after the fact. This checklist covers the key clauses to check, the red flags to watch for, and the points where you should stop and get a solicitor involved. Use it before you sign, not after.

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Why this matters

Most people sign non-solicitation agreements without reading them properly — or they read them but don't know what to look for. The clause looks standard, the deal is moving fast, and questioning it feels awkward. Then six months later you're trying to win back a client or hire someone from your old firm and you realise you've signed something that blocks you. The real pain here is signing something with long-term commercial consequences without understanding the scope, duration, or enforceability. This page gives you a practical checklist so you know exactly what to check before you commit.

The Atornee approach

Atornee lets you upload your non-solicitation agreement and get a structured review in minutes. It flags clauses that are overly broad, missing key limitations, or potentially unenforceable under UK law. You get plain-English explanations of what each clause actually means for your business — not a generic summary. It's not a replacement for a solicitor when the stakes are high, but for a first-pass review before a meeting or negotiation, it saves time and helps you ask the right questions. UK-specific, built for founders and operators who need clarity fast.

What you get

A clause-by-clause breakdown of your non-solicitation agreement in plain English
Automatic flagging of overly broad scope, missing carve-outs, or unreasonable duration
Identification of red flags that UK courts have historically refused to enforce
Clear guidance on which issues you can negotiate yourself and which need a solicitor
A reusable review framework you can apply to future agreements across your business

Before you sign checklist

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1. Identify the type of agreement — is the non-solicitation clause standalone or embedded in a wider contract such as an employment or consultancy agreement?
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2. Check the scope — does it cover clients, customers, staff, suppliers, or all of the above? Broader scope increases enforceability risk.
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3. Check the duration — anything beyond 12 months for clients or 6 months for staff is worth scrutinising closely under UK reasonableness standards.
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4. Check the geographic or sector limitations — an unlimited restriction with no geographic or industry boundary is a red flag.
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5. Look for a legitimate business interest — the clause must protect something real, such as client relationships you personally developed or confidential commercial information.
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6. Check for carve-outs — are there exceptions for clients you brought to the business yourself or contacts you had before joining?
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7. If the clause is in a business sale agreement, get a solicitor involved — courts apply different standards here and the stakes are typically much higher.

FAQ

Are non-solicitation agreements enforceable in the UK?

Yes, but only if they go no further than is reasonably necessary to protect a legitimate business interest. UK courts apply a reasonableness test. If the clause is too broad in scope, duration, or geography, a court may refuse to enforce it — or sever the offending part. That said, you shouldn't rely on unenforceability as your plan. It's better to negotiate the clause before signing than to fight it later.

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

A non-solicitation clause restricts you from approaching specific people — usually clients or staff — after a relationship ends. A non-compete clause is broader and restricts you from working in a competing business altogether. Non-solicitation clauses are generally easier to enforce because they're more targeted. Non-competes face a higher bar in UK courts, particularly in employment contexts.

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

There's no fixed legal limit, but UK courts expect the duration to be proportionate. For employment contracts, 6 to 12 months is typically the range courts will consider reasonable. For business sale agreements, longer periods may be acceptable because the seller has received payment for goodwill. Anything over 12 months in an employment context should be reviewed carefully.

Can I negotiate a non-solicitation clause before signing?

Yes, and you should if the scope or duration looks unreasonable. Common negotiation points include narrowing the definition of restricted contacts to only those you personally dealt with, reducing the duration, and adding carve-outs for pre-existing relationships. Whether you have leverage to negotiate depends on the commercial context, but it's always worth raising.

Do I need a solicitor to review a non-solicitation agreement?

Not always. For a straightforward clause in a standard employment or consultancy contract, a structured AI review can give you a solid first-pass understanding and flag the main issues. But if the agreement is part of a business sale, involves significant revenue at stake, or the other party is pushing back on your questions, get a solicitor involved. The cost of advice upfront is almost always less than the cost of a dispute later.

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

The other party could seek an injunction to stop you continuing the breach, or claim damages for losses caused. In practice, enforcement depends on whether the clause is valid, whether they can prove loss, and whether it's commercially worth pursuing. That said, even a threatened claim can be disruptive and expensive to defend. If you think you may have breached one, speak to a solicitor before taking further action.

Related Atornee Guides

Cheap Contract Solicitor Alternative (UK)

Useful if you want to understand your broader options for reviewing contracts without full solicitor fees.

Cheap Solicitor for NDA (UK)

Non-solicitation clauses often sit alongside confidentiality obligations — read this if both are in play.

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 business operations and employment obligations.

UK Legislation

Primary statutory reference for UK contract law and employment legislation relevant to restrictive covenants.

ICO Guidance for Organisations

Relevant where non-solicitation agreements involve handling personal data of clients or employees.

Trust & Verification Policy

Authored By

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Atornee Editorial Team

UK Contract Research

Reviewed By

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Compliance Review Desk

UK Business Legal Content QA

Last reviewed on 3/4/2026

"This content is based on analysis of common non-solicitation clause structures across UK employment, consultancy, and business sale agreements. It reflects patterns identified through review of real UK contract disputes and court guidance on restrictive covenant enforceability."

References & Sources