A new job offer can feel like a clear next step until the employment contract says you cannot compete, contact clients, recruit colleagues, or use confidential information after you leave. Knowing how to assess restrictive covenants before you sign can protect both your career options and your negotiating position.
These clauses are common for professionals, managers, sales employees, and senior leaders. They are not automatically enforceable just because they appear in a contract. In Alberta, courts generally begin with the view that post-employment restrictions limit a person’s ability to earn a living. An employer may be able to enforce a carefully drafted clause that protects a legitimate business interest. But a restriction that goes further than necessary may not stand.
The wording matters. So do your role, access to client relationships, the timing of the agreement, and the real impact the clause would have on your next move.
How to assess restrictive covenants before you sign
Start by separating the labels from the actual language. A clause titled “non-solicitation” can be drafted so broadly that it operates much like a non-competition clause. A provision described as “confidentiality” may try to restrict information that is already public or simply reflects your general skills and experience.
Read the definition section closely. Ask what the contract means by terms such as “client,” “prospective client,” “competing business,” “solicit,” and “confidential information.” Broad definitions often create the greatest concern. For example, a restriction on contacting any customer the employer has dealt with in the previous two years is very different from a restriction limited to clients you personally serviced or learned about through your work.
Then assess the clause in context. A reasonable restriction for a senior executive with deep access to pricing strategy, confidential plans, and key customer relationships may be harder to justify for an employee who has limited client contact and no access to sensitive commercial information. The employer’s concern must be real, not simply a preference to prevent employees from changing jobs.
Identify the type of restriction
Restrictive covenants usually fall into three categories. Each raises different questions.
A non-disclosure or confidentiality clause restricts the use or disclosure of genuine confidential information, such as unreleased financial data, trade secrets, customer lists not publicly available, strategic plans, or proprietary processes. Properly focused confidentiality obligations are often more likely to be enforceable because they protect information rather than prevent career mobility.
A non-solicitation clause usually prevents a departing employee from actively pursuing the employer’s customers, suppliers, or employees. A focused customer non-solicitation clause may be reasonable where the employee had meaningful relationships with those customers. Restrictions on recruiting former coworkers can also be valid in some circumstances, particularly for leadership roles. The scope still matters.
A non-competition clause attempts to stop an employee from working for a competitor or operating a competing business. This is the most restrictive category because it can block someone from working in their field. Courts scrutinize non-compete clauses closely. If a narrower non-solicitation or confidentiality clause would adequately protect the employer, a non-compete may be difficult to justify.
Test the scope, time, and territory
A restrictive covenant should be clear enough that you can understand what it prohibits without guessing. Vague language creates risk for everyone, but it can also weaken the employer’s ability to enforce the provision.
Consider four practical questions:
- What conduct is prohibited? A ban on “soliciting” is narrower than a ban on “dealing with,” “servicing,” or “accepting business from” former clients. The latter language may prevent even passive contact initiated by the client.
- Who is covered? Look for limits tied to customers you worked with, employees you supervised, or confidential information you actually received. A clause covering every client, prospect, employee, or supplier connected to a large organization may be excessive.
- How long does it last? There is no single acceptable duration. A six-month restriction may be reasonable in one role and too long in another. The relevant question is whether the employer truly needs that time to protect the relationship or information at issue.
- Where does it apply? Geographic limits should reflect the employer’s actual market and your work. “Worldwide” may make sense for a role with a genuinely global business footprint, but it is harder to defend where the employee served a defined local or regional market.
These factors work together. A longer restriction may sometimes be more defensible if it applies only to a small group of clients you directly managed. A short restriction can still be unreasonable if it prohibits work across an entire industry or territory.
Look at the circumstances when the agreement was signed
The same wording can raise different issues depending on when and how it was introduced. If a restrictive covenant is included in an offer before you accept employment, the offer itself may provide the consideration needed for the new obligation. That does not make the clause reasonable, but it addresses one threshold issue.
The analysis changes if your employer asks you to sign a new restrictive covenant after you have already started work. Continued employment alone may not always be enough consideration for a new and more burdensome term. A promotion, raise, bonus, or other meaningful benefit may affect that analysis.
Also consider whether the contract clearly says that the new agreement replaces prior arrangements. Employees sometimes sign updated contracts after years of service without realizing that new termination language, bonus terms, or restrictive covenants may have been added. Do not assume an updated agreement is routine paperwork.
Assess the practical impact on your next job
Legal enforceability is not the only issue. A clause can be questionable and still create a serious practical problem if a prospective employer is reluctant to hire someone facing a threat of legal action.
Before accepting a new position, compare the restriction against the actual duties you expect to perform. Will you work with the same customers? Will your new role involve the same territory? Are you joining a direct competitor, or simply remaining in the same industry? Will you manage or recruit people from your former workplace?
It is also useful to distinguish prohibited solicitation from ordinary competition. In many situations, an employee can leave, take their experience and general knowledge with them, and compete fairly. They cannot take confidential files, copy customer data, or actively target clients in breach of a valid agreement. The line is fact-specific, which is why a quick review before communicating with former customers or colleagues can prevent an expensive dispute.
Negotiate clear, narrower language
You do not need to accept a restrictive covenant as presented. Employers often use standard contract language that does not reflect your position, client base, or access to information. A reasonable request for clarity can be productive, especially before you start work.
For a non-solicitation clause, consider asking that it apply only to clients you had material dealings with during a defined period before departure. For a non-compete, ask whether a non-solicitation and confidentiality obligation would meet the employer’s stated concern. If the restriction applies to employees, request a limit to people you directly managed or worked closely with.
Be careful with informal assurances such as, “We do not enforce that clause.” If the provision matters, seek written language that reflects the actual agreement. A future manager may not share the same view, and the contract will remain after personnel change.
When to get employment law advice
Prompt advice is especially valuable when the clause restricts work with competitors, covers a broad customer base, lasts longer than expected, or appears in a contract offered after you have already begun employment. It is equally useful after resignation or termination, when you are considering a new role and need clear guidance before making contact with former clients or colleagues.
Bring the full agreement, any earlier contracts, offer letters, compensation plans, and communications about the restriction. The surrounding documents can matter as much as the clause itself. If you have a new offer, a description of the proposed role can help assess the real-world risk.
At Evolution Legal, employees can receive straightforward advice on employment agreements and post-employment restrictions, with a focus on practical options and clear next steps. Employment law should not be complicated when a contract clause could affect your livelihood.
A restrictive covenant should not force you to put your career on hold. Review it early, understand the limits it actually creates, and address concerns before a promising opportunity becomes a workplace dispute.