Introduction: Why preparation matters

Non-compete and other restrictive covenants are common in employment contracts, franchise agreements, partnership deeds, and sale of business transactions. Typical variants include non-compete, non-solicitation of clients or staff, non-dealing with clients, confidentiality and intellectual property clauses. Employers and buyers say these terms are necessary to protect trade secrets, confidential information, and goodwill. Courts balance those interests with the fundamental right of individuals to earn a living.

Before you consult a lawyer, invest time to read your contract, map out timelines, and gather practical evidence. This reduces cost, speeds up legal advice, and positions you for a targeted outcome: compliance with clarity, negotiated waiver, re-scoping of the clause, or a robust challenge.

Steps you can take before seeing a lawyer

1. Identify the exact clause text. Pull the definitions of restricted activities, territory, and duration. Note any references to schedules or policy manuals.
2. Create a clean timeline. Date of contract, promotions or role changes, access granted to sensitive information, resignation or termination date, and the start and end of the restriction period.
3. Map your proposed next steps. Will you join a competitor, start a business, or service a particular client niche. Write down how the clause affects these plans.
4. Preserve negotiation history. Save emails or messages that show what was discussed or promised about the restriction at signing or exit.
5. Check for linked clauses. Look for confidentiality, IP assignment, garden leave, and repayment or clawback terms. These can widen or soften the impact.
6. Assess risk of enforcement. Gather examples where the employer enforced or ignored similar clauses. Note the seniority levels involved.
7. Avoid premature contact with clients. Until you get advice, pause on outreach that could be viewed as solicitation or dealing.

Evidence and documents to gather

• Signed contract and any subsequent addenda, side letters, promotion letters, or policy updates.
• Job description, performance reviews, and documents showing your level of access to confidential information or key accounts.
• Emails or chats discussing restrictive terms at the time of signing or exit.
• Exit documents: resignation letter, termination letter, settlement agreement, handover notes, inventory of devices and data returned.
• Proof of impact: offers received, roles declined, clients lost, or revenue opportunities blocked because of the clause.
• Comparable practice: instances where other employees or partners were or were not restrained, if known.
• Any NDA or IP assignment agreements you signed separately.

Common mistakes clients make

• Assuming all non-competes are void. Courts may enforce reasonable clauses tailored to legitimate business interests.
• Breaching first and asking later. Premature solicitation or disclosure of confidential information invites urgent injunctions.
• Deleting evidence. Purging emails or chats can backfire and harm credibility.
• Ignoring garden leave. Paid notice periods sometimes overlap with restraint logic and may affect enforceability or negotiations.
• Copying data on exit. Exporting contacts, proposals, or code can transform a contract issue into a confidentiality or IP dispute.

Common misconceptions

• Resignation cancels the clause. Restrictions typically apply regardless of how the relationship ended, unless waived.
• Oral promises override written terms. Written contracts usually prevail, unless you can prove misrepresentation or duress.
• Only non-compete matters. Non-solicitation and non-dealing clauses are frequently easier to enforce.
• Geography alone decides validity. Courts weigh duration, activity scope, and legitimate interests as a package.

Preparing for the consultation

What to organize

• Clause excerpts with highlights for duration, territory, and activities restricted.
• Timeline with key dates: contract, promotion, exit, planned start at new role or venture.
• Matrix of clients handled in the last 12 months and your level of contact or control.
• List of competitors and the overlap between your proposed role and previous responsibilities.

Questions to ask your lawyer

• How would a Nigerian court likely assess reasonableness of this clause.
• Is a negotiated waiver or carve out realistic here.
• Would a narrower non-solicitation work better than a blank non-compete.
• What interim arrangements make sense: garden leave, cooling off period, or limited role definition.
• What are the risks of an interim injunction and how can we reduce them.

Setting expectations

Your lawyer may recommend a layered approach: comply with confidentiality, pause on high risk outreach, propose a narrower restraint, and open structured negotiations for a limited waiver or time bound carve out. Litigation is often a last resort because of cost and speed considerations.

Practical insights

• Reasonableness is contextual. The more access you had to trade secrets and key clients, the more likely a tailored restraint could be justified.
• Shorter and narrower beats longer and wider. Clauses under 12 months with specific geographies or client lists tend to be more defensible than multi year blanket bans.
• Non-compete vs non-solicit. If a non-compete looks too broad, focus on a non-solicit that protects client relationships without banning work entirely.
• Exit interviews matter. Signed acknowledgements about confidential data and client handover can become key evidence.
• Mediation works. Early mediation or a Multi Door Courthouse session can craft bespoke carve outs that courts may not impose.

Frequently asked questions

Can my employer stop me from joining a competitor.

Possibly, if the clause is reasonable in time, scope, and geography, and aimed at protecting legitimate interests. Overbroad restrictions are less likely to be enforced.

What makes a clause unreasonable.

Excessive duration, global territories without justification, or bans on activities unrelated to your former role. Courts disfavor restraints that go beyond what is necessary.

What if I already contacted former clients.

Stop immediately and seek legal advice. Your lawyer may initiate de escalation steps and propose interim undertakings to avoid urgent court orders.

Can I negotiate a waiver or carve out.

Yes. Many disputes resolve through tailored carve outs, time limited restraints, or mutual non disparagement and confidentiality undertakings.

Does termination without cause change anything.

It can influence negotiations and a court’s view of fairness. Discuss the circumstances of exit with your lawyer.

Final thoughts

Restrictive covenants sit at the intersection of business protection and personal freedom to work. Smart preparation helps your lawyer evaluate enforceability, negotiate practical outcomes, and reduce risk of urgent court action. Organize your documents, clarify your goals, and seek advice early before taking steps that could be viewed as solicitation or misuse of confidential information.