Post-Termination Non-Compete and Non-Solicitation Agreements for Managers in Poland: Enforceability and Compensation

Foreign investors and corporate groups operating in Poland increasingly rely on post‑termination non-compete and non-solicitation agreements for managers to protect know-how, client relationships and strategic plans. At the same time, the Polish legislator and courts have tightened the framework of what is legally acceptable, particularly regarding enforceability and mandatory compensation. A clause that would be standard in London or New York may be partially or completely invalid in Warsaw.

This creates a strategic tension: international employers want robust protection, while Polish law places clear limits on post‑termination restrictions. Well-drafted restrictive covenants can still be a powerful management tool, but only if they are adapted to the specific Polish employment and civil law regime. Careless “copy–paste” of global templates often results in clauses that look sophisticated on paper yet fail when tested before a Polish court.

In this article, I outline the key legal rules and practical pitfalls regarding non-compete and non-solicitation clauses for managers in Poland, with particular attention to compensation requirements, scope and duration, and recent trends in case law. The text is written for international HR and legal teams, board members and investors who need a clear and reliable overview rather than purely academic analysis.

What is a post-termination non-compete agreement for managers under Polish law?

Under Polish law, a post-termination non-compete agreement for managers is a contract that prohibits a former manager from conducting activities that compete with the employer’s business after the employment or management relationship ends. In practice, this concerns C‑level executives, managing directors, board members and other key personnel with access to trade secrets, strategic information or critical client portfolios.

Such a clause typically restricts the manager from working for competitors, starting a competing business, or participating in entities operating in the same market. In the employment context, post‑termination non‑competes are governed in particular by the Polish Labour Code, which sets mandatory requirements regarding form, duration and compensation. For managers engaged on civil law management contracts (e.g. B2B, management services agreements), the general rules of the Polish Civil Code apply, but case law still imposes boundaries based on proportionality, fairness and competition law.

In both models, the principal purpose is the same: to secure the employer’s legitimate business interests after termination, without unduly restricting the manager’s freedom of work and economic activity. Courts carefully balance these two values when assessing enforceability.

When are post-termination non-compete clauses in Poland legally enforceable?

The enforceability of post‑termination non‑compete clauses for managers in Poland depends on several cumulative conditions. For employees, Polish law requires, among others, that: (i) the agreement is concluded in writing, (ii) the employee had access to particularly important information, the disclosure of which could cause damage to the employer, (iii) the duration is specified and reasonable, and (iv) the employer pays compensation meeting statutory thresholds.

Courts will also analyse whether the restriction pursues a genuine and specific legitimate business interest, such as protection of trade secrets, key clients or ongoing R&D projects. If the clause is drafted excessively broadly — for example, covering non‑competing markets or lasting for an unjustified period — judges may declare it partially or entirely invalid. Enforceability is therefore not only a question of formalities, but also of substantive proportionality.

For managers engaged under civil law contracts, the parties enjoy more contractual freedom, yet Polish courts still apply similar balancing criteria. Excessive restrictions, especially without adequate consideration, can be deemed contrary to the principles of social coexistence or competition rules, and thus unenforceable. In effect, international employers should not assume that a restrictive covenant acceptable in another jurisdiction will automatically survive judicial scrutiny in Poland.

Is compensation mandatory for post-termination non-compete in Poland?

For employees, including many senior managers employed under employment contracts, Polish law explicitly requires the employer to pay compensation for the entire duration of a post‑termination non‑compete. The statutory minimum is 25% of the employee’s remuneration received before termination (usually calculated on the basis of the last year). Any attempt to introduce an unpaid post‑termination non‑compete for an employee will normally render the clause invalid.

In practice, many companies opt for higher compensation levels (e.g. 50% or more) to reflect the manager’s seniority and to increase the likelihood that the restriction will be perceived as balanced. Courts can view very low compensation as disproportionate, especially if the geographic and material scope of the non‑compete is extensive. Adequate compensation is a key element in the court’s proportionality assessment.

For civil law management contracts, the Labour Code provisions do not apply directly, but it is still prudent to provide reasonable financial consideration. Without such compensation, the arrangement may be challenged as an unlawful restriction of economic freedom or as contrary to good practice. From a risk management perspective, linking the level of compensation to the manager’s previous remuneration and to the breadth of restrictions remains the safest approach.

What is a non-solicitation agreement and how does it differ from a non-compete?

A non-solicitation agreement focuses on preventing a former manager from actively approaching the employer’s clients, business partners or employees after termination, rather than prohibiting all competitive activity. The typical wording restricts the manager from, for example, soliciting or enticing away key customers, inducing employees to resign, or interfering with strategic supplier relationships.

Compared to a non‑compete, a non‑solicitation clause is generally perceived as less intrusive, because it does not fully prevent a former manager from working in the same industry. Instead, it targets the most sensitive assets: client relationships and core teams. For this reason, non‑solicitation clauses are often easier to justify in terms of proportionality and can sometimes be applied for slightly longer periods.

Under Polish law, non‑solicitation clauses are not regulated as strictly as post‑termination non‑competes for employees. Nevertheless, they must still respect competition law, personal data protection and general civil law principles. Poorly drafted clauses — especially those that, in substance, operate like a full non‑compete but attempt to avoid compensation — may be reassessed by courts and treated as hidden non‑compete obligations requiring adequate consideration.

What are typical duration and territorial scope for valid restrictions?

In the Polish market, post‑termination non-compete agreements for managers usually last between 6 and 24 months, depending on the role, sector and sensitivity of protected information. For standard senior management positions, a 12‑month period is often considered reasonable; however, in highly innovative or confidential industries, a longer duration can be justified, provided that compensation is adequate and the restriction is precisely tailored.

The territorial scope should reflect the real area of the employer’s operations and the manager’s responsibilities. For a domestic business, it may be sufficient to define the territory as Poland. For international groups, broader territorial coverage (for example, the EU or specific regions) may be acceptable, but only where the manager actually operated across those markets and had access to cross‑border strategic information. Blanket “worldwide” clauses are viewed critically by Polish courts unless carefully substantiated.

Overly long or excessively broad restrictions increase the risk that a court will limit or invalidate the clause. A strategic approach often involves combining a narrower non‑compete (in time and geography) with a well‑drafted non‑solicitation obligation, achieving strong protection while preserving higher odds of enforceability under Polish standards.

How should compensation be structured and paid to former managers?

Polish law requires that compensation for a post‑termination non‑compete be paid for the whole duration of the restriction. While the Labour Code allows for payment in instalments, the schedule should be clearly defined in the agreement — monthly instalments are most common and the safest from an enforceability perspective. Lump‑sum payments are also possible, but may trigger additional tax or social security considerations that need to be analysed in advance.

From a practical standpoint, international employers often link the amount of compensation to the manager’s average monthly remuneration in the last 12 months of employment. Some choose to differentiate the rate depending on the duration (for example, 60% of salary for the first 6 months, then 40% for the following 6 months), which can better reflect changing business needs and the diminishing relevance of confidential information over time.

It is also advisable to regulate what happens in case of delayed payment. Under Polish practice, a material and repeated delay in compensating the former manager can entitle them to unilaterally terminate the non-compete obligation, thereby removing the protection originally sought by the employer. Clear contractual mechanisms for curing minor delays, along with robust internal payment controls, are therefore essential.

Can the employer or manager terminate a post-termination non-compete early?

Polish law allows the parties to define conditions under which a post‑termination non‑compete may be ended before the originally agreed date. This flexibility is crucial, as business needs can change after termination — for example, if a project is discontinued or the information previously deemed sensitive becomes outdated.

From the employer’s perspective, it is common to reserve a contractual right to waive the non‑compete before or shortly after termination, thereby releasing the manager from restrictions and stopping further compensation payments. However, to be effective, such a mechanism should be drafted precisely, with clear notice periods and explicit consequences for already accrued payments.

For managers, contractual rights to terminate are often linked to substantial breaches by the employer, particularly failure to pay compensation on time. Polish courts generally recognise this logic: if the employer is not honouring its financial obligations, the manager should not remain bound by a restriction that limits their economic freedom. Therefore, well‑balanced early termination provisions protect both sides and reduce the risk of disputes.

Are “garden leave” and post-termination non-compete the same under Polish law?

The concepts of garden leave and post‑termination non‑compete serve related but distinct functions in Poland. Garden leave typically refers to a period during which the manager remains employed, continues to receive full remuneration, but is released from performing regular duties. The goal is often to protect confidential information and client relationships during the notice period.

By contrast, a post‑termination non‑compete applies after the employment or management contract has ended. It is a separate, independent contractual obligation that must satisfy specific conditions, including compensation. Conflating garden leave with post‑termination restrictions can be legally risky; for example, the fact that an employee had a long garden leave does not exempt the employer from paying statutory compensation for a valid post‑termination non‑compete.

In strategic HR planning, many employers use both instruments sequentially: garden leave to manage the sensitive transition phase, followed by a carefully drafted post‑termination non‑compete and non‑solicitation package. In Poland, these mechanisms should be viewed as complementary rather than interchangeable.

What are the most common drafting mistakes in non-compete and non-solicitation clauses?

One of the most frequent mistakes made by international employers in Poland is the use of global template clauses that do not reflect mandatory Polish law. Typical issues include: lack of explicit compensation, absence of a fixed duration, excessively broad territorial scope, and vague definitions of competing activity or solicited clients. Such provisions may either be unenforceable from the outset or invite costly litigation.

Another recurring problem is attempting to “relabel” a non‑compete as a non‑solicitation clause to avoid paying compensation. If, in substance, the clause prevents the manager from working for any competitor or in the same industry, Polish courts are likely to treat it as a non‑compete, with all related legal consequences. Ambiguous language rarely helps the employer; clarity and precision are significantly more valuable.

Finally, many agreements fail to integrate post‑termination restrictions into the broader corporate governance and compliance framework. For example, they do not align with board regulations, shareholder agreements or group‑wide policies. This can result in inconsistent obligations across jurisdictions and business lines, undermining overall enforceability and increasing internal complexity.

How should international investors adapt their global policies to Polish standards?

For cross‑border groups, the key is to maintain global consistency of objectives while adapting the legal mechanics of non‑compete and non‑solicitation clauses to local Polish requirements. Rather than replicating verbatim provisions used in other jurisdictions, multinational employers should define core business needs at group level, and then work with local counsel to translate them into enforceable Polish‑law wording.

This often involves calibrating duration, territorial scope and compensation to Polish market standards, as well as specifying which categories of managers should be subject to which type of restriction (for example, non‑compete plus non‑solicitation for C‑level, non‑solicitation only for second‑line managers). Proper alignment between employment contracts, management agreements and corporate documentation is equally important.

Engaging experienced local advisers early in the process not only reduces legal risk, but can also improve talent management by ensuring that restrictions are perceived as fair and professionally justified. In a competitive labour market, well‑balanced post‑termination arrangements can enhance the employer’s brand rather than damage it.

Why work with Kopeć Zaborowski Adwokaci i Radcowie Prawni on Polish non-compete strategy?

Designing and enforcing post‑termination non-compete and non-solicitation agreements for managers in Poland requires a combination of technical legal knowledge and practical, cross‑border experience. As a law firm, Kopeć Zaborowski Adwokaci i Radcowie Prawni regularly supports international investors, private equity funds and corporate groups in structuring management packages and protective covenants tailored to the Polish environment.

Our work typically includes a comprehensive review of existing global templates, adaptation to Polish labour and civil law, negotiation support with key managers, and representation in litigation concerning the enforceability and compensation of restrictive covenants. We place particular emphasis on compliance with current case law and on creating documentation that is clear for managers and defensible before courts.

If you are planning to implement or update your non‑compete and non‑solicitation policy for managers in Poland, it is advisable to obtain structured legal advice rather than rely on internal precedent alone. We invite you to contact Kopeć Zaborowski Adwokaci i Radcowie Prawni to discuss how we can support your organisation in building a robust and business‑oriented protection framework.

Key takeaways for boards and HR leaders

For boards, HR leaders and in‑house counsel overseeing Polish operations, the following points are particularly important:

• Post‑termination non-compete agreements for employees require written form, limited duration and mandatory compensation.
• Non-solicitation clauses are more flexible, but cannot be used as a disguised non‑compete without adequate consideration.
• Duration and territorial scope must reflect genuine business needs; excessive breadth undermines enforceability.
• Clear mechanisms for early termination and payment schedules significantly reduce litigation risk.
• Local adaptation of global templates, supported by Polish counsel, is essential for effective protection.

By approaching post‑termination restrictions in a structured and jurisdiction‑sensitive way, international investors can effectively protect their interests in Poland while respecting managers’ rights and maintaining an attractive employer reputation.

Sources and bibliography

1. Polish Labour Code (Kodeks pracy), in particular Articles 1011–1013 (post‑termination non‑compete for employees).
2. Polish Civil Code (Kodeks cywilny), general principles of contract law and freedom of economic activity.
3. Judgments of the Polish Supreme Court (Sąd Najwyższy) regarding non‑compete and compensation, including:
   • Judgment of 27 February 2013, II PK 176/12.
   • Judgment of 11 September 2013, II PK 358/12.
   • Judgment of 5 December 2013, II PK 70/13.
4. Judgment of the Constitutional Tribunal (Trybunał Konstytucyjny) of 2 June 2015, K 1/13 (on freedom of contractual limitations of economic activity).
5. European Commission, “EU Trade Secrets Directive” (Directive (EU) 2016/943) – context for protection of confidential information in Member States.
6. Commentaries to the Polish Labour Code (e.g. L. Florek (ed.), Kodeks pracy. Komentarz, Warsaw, latest editions).