A new assignment. A promising collaboration. A contract that had to be put in order "just quickly". And somewhere halfway through the contract, as a seemingly innocuous clause: a non-compete clause.
At first glance, it seems inconsequential. A standard clause, right? Until, months or even years later, you realise that with that one clause, you have literally put yourself out of business. No more assignments in your sector. No more clients in your region. No possibility of continuing your self-employment.
Many self-employed people underestimate the impact
We see it time and again in our practice: self-employed people who enter into a partnership with a client and sign the contract without thinking about the content of the non-compete clause. It seems like a formality, until they are faced with the consequences.
The realisation often comes later, when they want to switch to a new client or continue their profession after the end of the cooperation. Then it suddenly turns out that the non-compete clause is holding them back - sometimes to such an extent that they are not allowed to pursue their professional activity at all.
What exactly is a non-compete clause?
A non-compete clause is a clause that prohibits you from engaging in certain activities during and/or after the cooperation that could be competitive with your client. This often means that you cannot offer similar services, approach clients or even take on new assignments in a specific region for a certain period of time.
In itself, such a clause can be justified - for example, to protect business-sensitive information or customer relations. But Belgian case-law sets clear limits: the clause must be reasonable and proportionate.
When is a non-compete clause valid?
Case law requires a non-compete agreement to meet four basic conditions:
- A clear description of the activities involved
- A limited duration (usually a maximum of 12 months)
- A geographical demarcation (e.g. a radius around an establishment or region)
- A justification of the client's interest
Without these elements, the clause is often invalid or subject to limitation by the court. Even when the conditions are formally met, we find in practice that the clause is often formulated too broadly or too vaguely.
For instance, there are contracts in which the clause is worded so broadly that, as a self-employed person, you no longer have any room to exercise your profession. You are not allowed to work for clients you have brought in yourself, to be active throughout Flanders or even Belgium, or in a sector that is hardly related - and that for one or even two years.
That is not the intention of a non-compete clause. The intention is to provide protection, not impose a total blockage. Unfortunately, that distinction often becomes clear only when it is already too late.
What if you do it anyway?
Those who violate a non-compete clause risk significant contractual penalties or legal proceedings. Yet such a clause may be legally shaky - only that this often only becomes apparent once the conflict has already erupted.
Our message is therefore clear:
- Never blindly sign a non-compete agreement.
- Ask yourself: is this reasonable? Do I understand the impact?
- Get it legally checked before you sign.
- In doubt about a current contract? Get it analysed before you take action.
A non-compete clause is not a free-form standard clause. It is often a legal minefield that you can fully secure professionally.
Having doubts? Are you considering a switch? Or want to make sure your contract doesn't tie your hands?
We are happy to check it out for you.
