How to Review Post-Termination Restrictive Covenants in an Employment Contract (England)

Review post-termination restrictive covenants limb by limb before you sign. Name the legitimate interest each limb claims, mark duration, geography, and activities, then check garden leave, PILON, and confidentiality against the covenant clock. Decide narrow, sever, or walk — recruiter “standard” is not a reasonableness test.

Signing alone does not make a restraint enforceable under the law of England and Wales. Before Friday, log the Schedule of Post-Termination Restrictions limbs: a non-compete; stacked non-solicit and non-deal; and a non-poach. Each limb needs its own marks for interest, duration, geography, and activities.

In October 2026 Auden, joining Meridian Ops Ltd (London B2B SaaS, about 80 people) as Head of Enterprise Sales, opens the offer PDF. English law; courts of England and Wales. Clause 14.1: twelve months worldwide, not “engaged, concerned or interested in” any competing business. Clause 14.2: non-solicit and non-deal of “any Customer” with no lookback. Clause 14.3: non-poach of “any Employee.” Clause 9: six months’ garden leave — no set-off. Recruiter Slack 10 October 2026: “standard senior package — everyone signs.” Signature meeting Friday 17 October 2026.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which legitimate interest does each limb claim?

Start with the employer’s burden. For each limb, ask whether it protects customers and goodwill, confidential information, or workforce stability — or only “no competition.” Mere competition is a fail flag on a first-pass — a quick extract of the clauses, not the signing decision.

Mayer Brown and Pinsent Masons Out-Law set out that covenants begin void as restraint of trade unless the employer shows a legitimate interest and a restraint no further than reasonably necessary. LexisNexis (updated 28 September 2026) frames the same test. On Auden’s packet — the offer PDF — circle 14.1 against confidential information and goodwill, 14.2 against goodwill, and 14.3 against workforce stability. If a limb only says “do not compete,” mark mere competition and pause.

Which restraint do you actually face — non-compete, non-solicit, non-deal, or non-poach?

Name the limb before you argue about months. A non-compete bans competing work. Non-solicit bans approaching customers. Non-deal bans doing business even when they come to you. Non-poach targets colleagues. Stacked “solicit … or deal with” of any Customer with no lookback is a fail flag.

Irwin Mitchell’s restrictive-covenants FAQ stresses that signing does not automatically bind vague or over-restrictive wording. Mayer Brown notes non-dealing blocks inbound approaches and customer covenants often need a 6–12 month lookback. Do: split 14.2 into separate solicit and deal sub-clauses and demand a 6–12 month material-dealings lookback. Don’t: treat “any Customer” dealing as the mild twin of non-solicit. Vendor MSA — master services agreement — staff non-solicit is the vendor MSA employee non-solicit review; client non-solicit is the customer non-solicit clause review.

How do you mark duration, geography, and activities on a first-pass?

Mark duration, geography, and activities against the role and territory — not a worldwide template for every senior hire. Pinsent Masons note that wide geography and periods beyond about 6–12 months are hard to justify. Mayer Brown often sees non-competes at 6–9 months, with 12 months for very senior roles. For example, Auden’s 14.1 pairs twelve months with worldwide reach and “interested in” with no shareholding carve-out — three fail marks. Typical mistake: calling twelve months worldwide “market for seniors” without tying it to this role.

How do garden leave, PILON, and confidentiality interact with the covenant clock?

Garden leave keeps you employed during notice. PILON — payment in lieu of notice — ends employment when paid. Surviving confidentiality is not a second unpaid non-compete. Look for express set-off that shortens Clause 14 by garden-leave time; absence is a negotiation flag, not automatic void.

B P Collins’ employee PTR page notes garden leave means you are still employed. Brodies on Square Global v Leonard and DAC Beachcroft show missing set-off is relevant but not fatal when facts support both periods. In practice, Auden’s six months’ garden leave plus a full twelve-month Clause 14 with no set-off is an eighteen-month total restriction — demand express reduction. Garden leave versus PILON exit mechanics belong in the garden-leave vs PILON guide.

What happens when covenants are over-broad — blue pencil and severability?

Courts may strike words that can be removed cleanly; they will not rewrite a bad worldwide non-compete. The Supreme Court Tillman v Egon Zehnder press summary explains that “interested” can catch shareholding and sets a three-stage blue-pencil test: removable words only, remaining consideration, and no major change in overall effect. Demand severable sub-clauses and a shareholding carve-out. MSA-style savings clauses belong in a separate review — see the severability and blue-pencil clause review.

First-pass checklist — then narrow, sever, or walk

Close the log before Friday 17 October 2026. Work through the marks in order: legitimate interest, limb type, duration / geography / activities, garden leave / PILON / confidentiality, blue pencil, then narrow, sever, or walk. Narrow means lookback, limited geography, set-off, and a shareholding carve-out. Sever means independent sub-clauses. Walk means twelve-month worldwide non-compete plus any-Customer non-deal plus no set-off without seniority justification. A GOV.UK non-compete working paper closed in February 2026; a prior three-month statutory-cap idea was not enacted. After you finish the log, optional document analysis returns the same uploaded file with flags for counsel — a qualified lawyer, not the chatbot — so they can open Clause 14. Do not treat the flags as cleared for signature.