Glossary · Hiring & terms
Non-compete clause
A non-compete clause is a contract term restricting an employee from joining a competitor or starting a rival business for a set period after leaving. Its enforceability varies widely by country and jurisdiction.
For executives, non-competes and related non-solicit clauses shape when and where they can move next, and are a routine point of negotiation in a senior offer.
In practice
A non-compete is one term among several. It sits in a schedule of restrictive covenants that can also include a non-solicit, covering clients, and a non-poach, covering colleagues, and the breadth of the drafting is what defines it: how long the restriction runs, what territory it covers, and which activities or named competitors fall inside it. Whether any of it holds depends on the governing law, which in some places limits such clauses sharply or bars them for certain roles.
In a search, existing covenants surface early: a live restriction can make an otherwise strong fit impractical, and it sits alongside notice and any gardening leave in the picture of when someone could actually start. At offer stage the negotiation can run in two directions at once: asking the departing employer for a waiver or a narrowing, and reviewing the clause the incoming employer wants signed. What a restriction reaches is a question of its wording rather than its label.
Common questions
- Are non-compete clauses enforceable?
- It depends on jurisdiction: some countries and states enforce reasonable non-competes, others restrict them heavily or bar them for broad categories of employee, and several require the employer to pay for the restricted period. Where they are enforceable, the test is some form of proportionality, asking whether the restriction goes further than the employer's interest requires, though the framing differs sharply between common-law and civil-law systems. Because the position turns on local law and on the wording of the individual contract, the enforceability of any particular clause is a question for a qualified adviser in that jurisdiction.
- What is the difference between a non-compete and a non-solicit?
- A non-compete restricts where you may work; a non-solicit restricts who you may approach. The first bars joining or founding a competing business for a defined period. The second leaves you free to compete, but not to take clients, or colleagues where the clause extends to them, with you. A non-solicit is the narrower restraint of the two, though whether either survives a challenge depends on the governing law and the drafting.
- Can you negotiate a non-compete clause?
- Yes, a non-compete is a contract term like any other, so it can be negotiated before signature. The moves available are shortening the period, narrowing the territory, naming specific competitors instead of a whole sector, and carving out an existing board seat or advisory role. Once a clause is signed, relaxing it takes the employer's agreement, or a court where local law allows a restraint to be moderated.
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