This clause prevents you from doing business with or contacting your employer's or partner's customers after the relationship ends, usually for a defined period and geographic area. This is considered a "high risk" clause because courts scrutinize it carefully—they worry it unfairly prevents you from earning a living. The restriction must be limited to customers you actually dealt with or knew about during employment; it cannot block you from approaching the entire market. For instance, if you worked in sales at an insurance company and handled 50 specific clients, the clause might prevent you from selling to those 50 people for 12 months, but not to all insurance customers everywhere. UK courts apply a "reasonableness" test that looks at whether the restriction is necessary to protect the business.
Push back hard on this clause—it's the most likely to be challenged in court and therefore the riskiest for the other party to enforce. Try to limit it to customers you personally serviced, exclude customers who approach you first, and set a short time limit (6-12 months maximum). If the list of restricted customers is very large, ask for a specific written list rather than a vague definition, so you know exactly who you cannot contact. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause prevents you from doing business with or contacting your employer's or partner's customers after the relationship ends, usually for a defined period and geographic area.
Why should I care about this clause?
This is considered a "high risk" clause because courts scrutinize it carefully—they worry it unfairly prevents you from earning a living.
What are my options?
The restriction must be limited to customers you actually dealt with or knew about during employment; it cannot block you from approaching the entire market.
How does this affect small businesses?
For instance, if you worked in sales at an insurance company and handled 50 specific clients, the clause might prevent you from selling to those 50 people for 12 months, but not to all insurance customers everywhere.