Non Compete Solicitation Agreement Template for England and Wales

A Non Compete Solicitation Agreement is a crucial legal document that restricts former employees or contractors from engaging in competitive activities or soliciting your business relationships. Under England and Wales law, this agreement must balance protecting your legitimate business interests with respecting individual employment rights, making careful drafting essential for enforceability.

When do you need this document?

You need this agreement when hiring senior executives, sales personnel, or employees with access to confidential information, trade secrets, or established client relationships. It becomes particularly important during business acquisitions where key personnel might transfer sensitive knowledge to competitors, or when engaging contractors who could leverage your proprietary methods. The agreement is also essential for protecting customer databases, supplier relationships, and specialized technical knowledge that took years to develop. Consider implementing this document before employees gain access to strategic information rather than attempting to restrict them retrospectively.

Key legal considerations

Under English common law, your non-compete and solicitation clauses must be reasonable in scope, duration, and geographic limitation to be enforceable. The restrictions cannot be broader than necessary to protect your legitimate business interests, which typically include confidential information, customer connections, and trade secrets. Duration should reflect the time needed for information to become stale or relationships to naturally dissolve, usually ranging from six months to two years depending on the industry. Geographic scope must relate to areas where your business actually operates or where the employee had influence. You must provide adequate consideration for post-employment restrictions, which can include salary, benefits, or garden leave payments. The agreement should clearly define prohibited activities, specify which customers or employees cannot be approached, and include reasonable carve-outs for general skills and experience.

Legal requirements in England and Wales

Your agreement must comply with the Common Law Restraint of Trade Doctrine established in Nordenfelt v Maxim Nordenfelt, requiring restrictions to be reasonable between parties and in the public interest. The Competition Act 1998 prohibits anti-competitive agreements that could distort market competition, so avoid blanket industry-wide restrictions. Under the Employment Rights Act 1996, restrictions affecting employment contracts must be fair and not unduly harsh on the individual's ability to earn a living. Following Brexit, the European Union Withdrawal Act 2018 maintains relevant competition principles in retained EU law. The Trade Secrets Regulations 2018 supports protecting confidential information but requires proportionate measures. Courts will scrutinize each clause separately, potentially striking down unreasonable provisions while preserving enforceable elements. Include clear dispute resolution mechanisms and specify that English law governs the agreement. Consider implementing garden leave clauses as alternatives to post-employment restrictions, as courts view paid periods of exclusion more favorably than unpaid non-compete obligations.