A non compete clause has turned up in almost every consulting contract I have been sent in the last few years, and most of them are drafted by someone who has never actually thought about what they are asking for. I run several businesses, sit on two boards as a non executive director and take on Dynamics 365 consulting work at the same time. A badly written non compete clause does not just annoy me, it can genuinely stop me doing my job.
So I have got quite particular about what I will and will not sign. None of this is legal advice, and you should get a solicitor to look at anything before you sign it. But after years of reading these clauses and pushing back on the worst of them, I have a fairly clear view of what is reasonable and what is a client asking for more than they need.
What A Non Compete Clause Is Actually Trying To Protect
Strip away the legal language and most of these clauses exist to stop one specific thing happening, you finishing a project and immediately taking everything you learned straight to a direct competitor down the road. That is a fair thing for a client to worry about. If I spend three months inside a company's Dynamics 365 environment, I genuinely do learn things about how their business runs that would be valuable to a rival.
The problem is that very few contracts stop there. Instead of a clause that protects the client's actual interest, most of them are copied from a template and stretched as wide as the drafter could get away with. That is where the trouble starts.
The Clauses That Go Too Far
The worst version I regularly see bans you from working with any business in the same industry, anywhere, for twelve or even twenty four months. Taken literally, that would stop me doing Dynamics 365 work for any other business in the sector for two years off the back of a six week engagement. No reasonable client needs that much protection, and no reasonable consultant should agree to it.
Why Most Of Them Would Not Survive A Court Anyway
Here is the bit most people do not know, and it changes how you should negotiate. Under English law, a clause that restricts what you can do after a contract ends is only enforceable if it goes no further than necessary to protect a genuine business interest. This is the restraint of trade doctrine, and courts apply it strictly. A blanket ban on working in your entire industry, with no time limit that makes sense and no geographic limit at all, is exactly the sort of clause that gets struck out.
That does not mean you should sign a bad clause and hope a judge saves you later. Litigation is expensive, slow and the last thing either side wants. It means you have leverage in the negotiation, because a client who understands contract law knows an unreasonable clause is close to worthless anyway, and a client who does not understand it will usually back down once you explain why.
What I Will Actually Sign
I am not against every restriction. A well scoped clause tied to the specific client I worked for, for a sensible period, usually three to six months, is fair and I will sign it without much of a fight. The key word is specific. It should name the client or the immediate group of companies, not an entire market.
Confidentiality And Non Solicitation Are Not The Same Thing As A Non Compete
This is the distinction that gets lost most often. A confidentiality clause stops me sharing what I learned about a client's systems or data, and I will always sign a reasonable one of those. A non solicitation clause stops me actively poaching a client's staff or their own customers, and that is also fair. Neither of those needs to stop me working for a different business entirely, and clients who actually want protection rather than control usually only need those two.
A genuine non compete, one that stops you doing similar work for anyone else, should be reserved for situations where it is truly justified, high value strategic work, access to genuinely sensitive commercial plans, or a role close to an actual sale of the business. For a standard consulting engagement it is usually the wrong tool for the job, and I say so directly when I see one.
The Real Cost Of Getting This Wrong
I bring up my own situation deliberately, because it makes the stakes obvious. If I signed every broad non compete clause I was sent, I would not be able to run CampSuite, advise on two boards and take on new consulting clients at the same time. The whole way I have built my working life depends on being able to work across several businesses and sectors at once, and I go into why I think more developers should structure their work that way in my piece on why developers should start a business.
Most freelancers and contractors are in a similar position even if they only have one or two clients at a time. Sign a broad enough clause and you can find yourself locked out of your own industry the moment one contract ends, through no fault of your own. That risk is exactly why scope and contract terms matter as much as the day rate, something I cover from a different angle in my piece on stopping scope creep wrecking freelance projects.
My Honest Take
Do not sign a non compete clause just because a client's legal team sent it over looking official. Read it properly, work out what it is actually trying to protect, and push back hard on anything wider than that. In my experience a reasonable client will happily narrow the wording once you explain why, and a client who refuses to negotiate at all is usually telling you something about how the rest of the relationship will go.
The same logic applies if you ever take on a non executive director role, where conflicts of interest are managed very differently to a straight non compete, and I break down how that actually works in my guide to what a non executive director actually does. Contracts are not something to sign quickly and forget about. They are the terms you will actually be living under for months after the work is done.
