Dutch reform plans put sharper value on precise restrictions, clean records and real commercial interests.
A senior commercial employee resigns on Friday. By Monday, the founder is asking who owns the client relationships, which prices the employee knows and whether the product roadmap could appear elsewhere.
Someone opens the employment contract and points to the non-compete clause. For a moment, the room feels calmer.
That calm may be premature.
In June 2026, the Dutch government sent its proposal to modernise non-compete clauses to the Raad van State. The proposal would cap these clauses at one year, require a defined geographical scope and oblige employers to pay compensation when invoking them. It had not become law by 8 September 2026.
The direction is clear. Precise restrictions, identifiable commercial interests and properly kept records are gaining weight.
Existing clauses still matter. A dispute turns on the contract, the employee’s position, the employer’s commercial interest and the effect on the employee. Broad wording is a poor substitute for knowing what the business actually needs to protect.
The clause and the commercial asset
Rijksoverheid describes a non-compete clause as a restriction on similar work after employment ends, whether for a competitor or as an entrepreneur. It can protect commercially damaging information, including trade secrets and customer data.
That sounds straightforward until a company has to name the information concerned. Is it the current price list, tender strategy, customer pipeline, product roadmap or supplier terms? Who can access it? Where is that access recorded? How long will it remain commercially useful?
The weakness often appears one step earlier. The company has not separated an employee’s personal standing from the firm’s ownership of customer relationships. Important conversations sit in one inbox. Pricing decisions live in private messages. The CRM holds a customer name but no useful contact history.
A founder may know that the departing employee was important, yet struggle to show how that importance was organised. A non-compete clause may still matter. It cannot rebuild a missing commercial record after the resignation.
Dutch courts can take a more precise approach than either side expects. In ECLI:NL:RBAMS:2026:7080, Amsterdam District Court suspended a non-compete clause, allowing the former employee to join the intended employer.
The court retained a narrower relationship restriction. It covered relevant relationships of the branch where the employee had work contact during the preceding twelve months, and where an agreement existed in that period. The restriction lasted no more than twelve months.
Protection is not always all or nothing
The ruling carries a practical business lesson. A court can distinguish between taking a new job and approaching defined customers. The question may become whether a narrower restriction gives the company sufficient protection, rather than whether every form of competition must stop.
For a small firm, precision has real value. A relationship clause covering every customer, prospect, supplier and contact ever known to the company may look powerful. A current map of strategic clients, recent contact and commercial responsibility often carries more practical weight.
The same applies to confidential information. Calling everything confidential weakens the company’s own thinking. Current pricing, live bids and non-public product plans need different handling from old brochures or general professional knowledge.
Access rights, document locations and review dates help management make that distinction before a dispute begins. They also help the business protect continuity when someone leaves and the sales team must reassure customers.
Fixed-term contracts require particular care. A non-compete clause is generally not permitted in a fixed-term employment contract unless a written justification shows compelling business or service interests. Copying wording from an indefinite contract can create confidence without delivering the expected protection.
Rechtspraak explains that courts may leave a clause in force, suspend it in full or in part, or set it aside. Agreements, correspondence and other records can shape the case. Urgent proceedings may reach a hearing within weeks, while full proceedings can take nine months or longer.
Under that pressure, records assembled during ordinary employment can suddenly become central.
Participation adds another layer
Owner-managed companies increasingly combine employment with certificates, options or participation through a STAK. These arrangements can deepen commitment, but they may also create several overlapping restrictions.
The employment contract, confidentiality terms and participation documents may involve different parties and purposes. They should not become one protective package merely because everyone signed them during the same working relationship.
Good governance keeps the layers visible. The board needs to know which obligation protects employment interests, which protects ownership arrangements and which governs confidential information. Duration, penalties and restricted activities should not contradict one another by accident.
This matters at signing, not only at exit. An employee may accept several documents during a hopeful growth phase without seeing how they shape a later career move. The company may overlook how heavily it restricts a person until enforcement carries a direct cost.
If the proposed compensation requirement becomes law, that cost becomes explicit whenever an employer invokes a non-compete clause. Employers may then make a harder distinction between departures that justify restraint and those better handled through a clean handover, confidentiality controls and customer continuity work.
The founder’s office, revisited
Back in the founder’s office, the useful questions are clearer. Who owns each important customer relationship? Where does non-public pricing sit? Which people can reach strategic material? How does access end after departure?
The business can also compare the employee’s actual role with restrictions written years earlier. That work closes the gap between what the company says it owns and what it can identify in its contracts, systems and customer files.
A non-compete clause should protect a business interest, not hide an organisational dependency. The stronger position begins before anyone resigns, with shared customer knowledge, controlled access, clear contracts and an honest view of where commercial value really sits.
If your contractual restrictions no longer match the commercial interests and records behind them, we can help you review the gaps before an employee leaves.
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
References
- Geen schorsing concurrentie- en relatiebeding, belang werknemer onvoldoende aangetoond · Salaris Vanmorgen
- Rijksoverheid — voorstel tot modernisering van het concurrentiebeding
- Rijksoverheid — concurrentiebeding en uitzondering voor tijdelijke contracten
- Rechtspraak — ECLI:NL:RBAMS:2026:7080
- Rechtspraak — bewijs, maatregelen en procedure bij een concurrentiebeding
- Rechtspraak — ECLI:NL:RBAMS:2026:8591
- Rechtspraak — ECLI:NL:RBLIM:2026:2031
- Rechtspraak — ECLI:NL:RBOVE:2024:2261
