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Drafting a non compete-clause

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
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from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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from 99.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Farah

We quickly gained insight into the key risks. The entire process felt like a co-creation rather than a one-sided assignment. A party that delivers on what it promises on its website.

Tarik

The lawyer immediately asked the right, critical questions. The document contained handy fill-in fields for future use, making it highly reusable. Everything was delivered neatly and on time.

Isabel

The quick availability of the lawyer was crucial for us. The lawyer really took the time to understand our specific SaaS solution before starting to write. Our customers are responding positively to the clear terms and conditions.

Nathalie

There was immediate room for our own input and ideas. The explanation made the document understandable. Our business partners were impressed by the professionalism of the contracts.

Suzanne

From the intake, it was clear what we could expect. The content aligned well with our company. The document was flawlessly accepted by our investors.

Renate

We needed tailored legal solutions quickly and received excellent assistance. The discussion regarding specific non-compete clauses was handled very professionally. Our business partners were impressed by the professionalism of the contracts.

Nina

The promises on the website were fulfilled immediately during the first contact. The process was clear from start to finish. It is clear that they have a passion for entrepreneurship.

Sabine

I was spoken to very kindly on the phone. Our industry was taken into account. Our customers respond positively to the clear general terms and conditions.

Joost

We urgently needed a lawyer and were helped immediately. We appreciated the honesty when it turned out that a specific request of ours was legally unfeasible. A party that delivers on what it promises on its website.

Henk

I was struck by how customer-oriented the initial approach was. It was very pleasant that we could review the drafts digitally and quickly. Our business partners were impressed by the professionalism of the contracts.

Petra

The working method was clear from the start. The expertise regarding e-commerce legislation was clearly the added value in this process. The service was professional and personal.

Adam

No time was wasted on unnecessary formalities. The revisions were spot-on every time and required virtually no correction on our part. The document was accepted flawlessly by our investors.

Soraya

Quick response and clear explanation. The clarity of the penalty clauses leaves no room for interpretation. Our customers respond positively to the clear general terms and conditions.

Lotte

It felt good to be able to hand over the legal concerns immediately. We were able to easily add comments to the draft using a convenient system. Our business partners were impressed by the professionalism of the contracts.

Kim

It was a relief to be helped so quickly. The weekly update emails gave a nice sense of control over the process. A reliable partner who strives for perfection in their documents.

Fleur

Very clear and professional guidance. The clarity of the penalty clauses leaves no room for interpretation. Our business partners were impressed by the professionalism of the contracts.

Remco

My application via the website was picked up super fast. The personal involvement made us feel truly supported. These documents will undoubtedly save us a lot of headaches in the future.

Bram

The intake was personal and concrete. They managed to get a stalled negotiation moving again by proposing a smart compromise. These documents will undoubtedly save us a lot of headaches in the future.

Rayane

I am extremely pleased with the quick and adequate initial response. It is great that complex legal theories were explained with simple practical examples. These documents will undoubtedly save us a lot of headaches in the future.

Anas

The intake felt like a genuine consultation rather than a sales pitch. The agreements were properly honored. The service was professional and personal.

Zahra

The quick availability of the lawyer was crucial for us. We didn't just receive a standard template, but true custom work for our general partnership. A reliable partner who strives for perfection in their documents.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

Before drafting a non-compete clause, you make a number of choices that determine how strict and enforceable the clause will be. The following questions will help you make that assessment.

Choice or question Why this matters legally
Is it a permanent or temporary contract? In the case of a fixed-term contract, a written justification of the compelling business interest is mandatory (Article 7:653 paragraph 2 of the Dutch Civil Code).
Do you want to prohibit competition or only customer approach? A non-solicitation clause is more targeted and generally more enforceable than a broad non-compete clause.
How spacious should the area and cost be? Limit both to what is necessary for the protection of your interest; being too broad will lead to moderation by the judge.
Are you including a penalty clause? A fine simplifies enforcement, but must be reasonable to prevent mitigation.
Does the clause also apply in the event of a change of function? In the event of a significant change in function, an existing clause may lose its effect and need to be renegotiated.
Clauses and provisions

What elements belong in a non-compete clause?

A non-compete clause is only effective if it is concrete and balanced. The components below together determine whether the clause is enforceable and whether you can rely on it in practice.

Provision Relevant to Legal point of attention
Scope of the prohibited activities Always Specify concretely which activities or industry are prohibited, so that the clause is not unnecessarily broad.
Geographical area of ​​work For regionally based enterprises Limit the area to where you actually experience competition; a nationwide ban is often too broad.
Duration of the clause Always A period of up to one year after the end of employment is common and increases sustainability.
Written justification of substantial business interest With a fixed-term contract Required pursuant to Article 7:653 paragraph 2 of the Dutch Civil Code; without justification, the clause is void.
Penalty clause for violation Recommended Makes enforcement easier because you do not have to prove concrete damage.
Non-compete clause as a supplement or alternative For customer-sensitive functions Prohibits the approximation of specific relationships and is often more proportionate than a full non-compete clause.
Scope towards group entities In group structures Determine whether the clause also applies to affiliated companies.
Start and end date Always Specify from when and until when the clause takes effect to prevent disputes.
Use in practice

How do you use this document correctly?

A non-compete clause is only effective if it is agreed upon and recorded at the right time and in the right manner. The steps below ensure that you can rely on it later.

Situation What should you do? Point of attention
Upon commencement of employment Include the clause in writing in the employment contract and have it signed Article 7:653 of the Dutch Civil Code requires that the clause be agreed upon in writing with an adult employee.
With a temporary contract Attach a concrete written justification for the substantial business interest Without this justification, the clause is void and offers no protection.
Upon change of function Assess whether the clause needs to be renegotiated An increased workload may necessitate a new clause.
Upon termination of employment Point out the applicable clause to the employee in writing Prevents disputes and underscores that you are enforcing the clause.
Common mistakes

Common mistakes

In practice, non-compete clauses often go wrong on a limited number of points. By avoiding the mistakes listed below, you increase the likelihood that the clause will hold up.

Wrong Consequence Better approach
Clause not recorded in writing The clause is invalid and offers no protection whatsoever Always record the clause in writing and have it signed.
No justification provided with a temporary contract The clause is void pursuant to Article 7:653 paragraph 2 of the Dutch Civil Code Add a concrete justification tailored to the position.
Description or duration too broad The judge limits or annuls the clause Limit activities, area, and duration to the necessary.
Standard text without customization The clause does not align with the function and does not hold up Align the content with the specific function and the interest to be protected.
No penalty clause included Enforcement requires proof of concrete damage Include a reasonable penalty clause to simplify enforcement.
Risk profile

What is your situation and what do you pay attention to?

The importance of a non-compete clause varies depending on the situation. Below you will find common situations and what you should pay attention to in any case.

Risk profile Example Focus in the document
Customer contact employee The employee maintains direct relationships with your customers Consider a non-compete clause to specifically prohibit soliciting customers.
Access to business-sensitive knowledge The employee is familiar with your working methods, prices, or techniques Combine the clause with a confidentiality obligation.
Temporary contract The employee is employed for a fixed term Ensure a written justification for the substantial business interest.
Departure to a direct competitor The employee switches to a competing company Check the scope and duration and refer to the clause in writing before enforcing it.
Additional documents

When is this document not enough?

A non-compete clause protects against competition after departure, but does not cover every risk. In the following situations, an additional document is advisable.

Situation Supplementary document Why
Situation Related document Explanation
You want to protect confidential information Confidentiality Agreement Establishes confidentiality, also separate from any non-compete clause.
You document the entire employment relationship Employment contract In this, you include the non-compete clause and other agreements in their entirety.
You work with a director or managing director Management Agreement In this, you can include a non-compete or non-solicitation clause outside of employment law.
Explanation of this document

Drafting a non-compete clause, why?

Not every entrepreneur knows exactly what non-compete clauses are, when they are needed, and which risks they must cover. That is why we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a non-compete clause?
A non-compete clause is the provision in an employment contract or business agreement that prohibits the bound party from working for a competitor, starting a competing business, or poaching business relations after the termination of the agreement. In employment law, the non-compete clause is regulated in Article 7:653 of the Dutch Civil Code (BW). In a business context—in the case of company acquisitions, cooperation agreements, and agency agreements—broader possibilities apply than in employment law. The non-compete clause is one of the most contested clauses in Dutch law: employees and sellers of companies perceive it as a serious restriction on their economic freedom; employers and buyers view it as a necessary protection of their business investments. As of January 1, 2025, the statutory requirements for non-compete clauses in fixed-term employment contracts have been tightened. Our lawyers draft a non-compete clause for you that is legally defensible under judicial review, meets the statutory requirements as of 2025, and effectively protects your business interests—or assess a received clause for legal validity and room for negotiation.
What are the legal requirements for a non-compete clause as of January 1, 2025?
As of January 1, 2025, stricter rules apply to non-compete clauses in employment contracts. The most significant change concerns the obligation to provide justification for fixed-term employment contracts: a non-compete clause in a temporary contract is only legally valid if the employer has justified in writing, within the employment contract itself—not in an appendix, a personnel handbook, or the job description—which compelling business or service interests require the clause. The justification must be concrete and specific: what knowledge, client relationships, or competitively sensitive information justify the restriction for *this* position? A standard phrase such as "due to the confidentiality of business information" or "given the nature of the position" is insufficient. The clause is void without proper justification. For indefinite-term employment contracts, written justification remains required, but there is no obligation to provide justification. Our lawyers will draft a justification for you that stands up to judicial scrutiny.
How do you limit a non-compete clause geographically and temporally?
A non-compete clause must be geographically and temporally limited to be legally tenable. An unlimited non-compete clause—worldwide, for an indefinite duration—will be moderated or annulled by the subdistrict court due to disproportionality. The geographical scope must correspond to the employee's actual area of ​​work: for an account manager working in North Holland, a Netherlands-wide prohibition may already be too broad; for an employee operating internationally, a broader geographical prohibition may be justified. The temporal limitation for employees is generally a maximum of one to two years. In the event of a company acquisition, the non-compete clause may be longer and broader, because the buyer has a legitimate interest in being protected against competition from the previous owner who is familiar with the client relationships. Our lawyers advise you on the optimal scope of your non-compete clause.
How do the non-compete clause and the non-solicitation clause relate to each other?
In practice, non-compete clauses and non-solicitation clauses are frequently combined but also confused. A non-compete clause prohibits the employee from working at or for competitors — it focuses on the nature of the activities. A non-solicitation clause prohibits the employee from maintaining contact with the employer's business relations — it focuses on specific clients or suppliers, regardless of the sector. A non-solicitation clause is less restrictive than a non-compete clause and does not need to be separately justified in temporary contracts if it is purely a non-solicitation clause and does not prohibit competitive work. In practice, the boundaries are sometimes blurred: a clause prohibiting the approach of the employer's clients for similar services has characteristics of both. Your agreement must clearly distinguish between the two clauses and justify each separately if they are included in a temporary contract. Our lawyers draft both clauses with precise wording.
Can the judge mitigate or annul a non-compete clause?
Yes — and this happens regularly in practice. Pursuant to Article 7:653, paragraph 3 of the Dutch Civil Code, the subdistrict court judge has the power to annul a non-competition clause in whole or in part if the employee is unfairly disadvantaged by the clause in relation to the employer's interest to be protected. Factors taken into account by the judge include: the duration of the clause, the geographical scope, the extent to which the clause restricts the employee in finding other work, the level of the employee, and the specificity of the protected information. An employer who terminated the employment contract themselves or committed a breach of contract at the end of the employment agreement will find it more difficult to enforce compliance with the non-competition clause. Your non-competition clause must be formulated in such a way that it stands up to judicial review — not broader than necessary, but also not so narrow that it offers no protection. Our lawyers draft a non-competition clause at the level of strictness necessary for your business interests.
How does a non-compete clause work in a business acquisition?
When selling a business, the non-compete clause from the seller to the buyer is an essential part of the transaction documentation. Unlike in employment law, there is no statutory requirement for a written form or duty to provide reasons for a commercial non-compete clause in a business acquisition. The scope may be broader because the buyer is protecting a larger investment. A commercial non-compete clause of two to five years, limited to the sector and geographical area of ​​operation of the acquired company, is generally accepted in case law. Longer and broader non-compete clauses may be moderated by the court but are not by definition invalid. A particular point of attention in a business acquisition: the non-compete clause binds the seller as a natural person — not the company of which the seller was a shareholder if the company sells the shares instead of the assets. Our lawyers ensure a watertight non-compete clause in your acquisition contract.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your business interests, the function or activities of the bound party, and your specific risks. Based on this, we draft a non-compete clause that meets the statutory requirements as of 2025, has the correct geographical and temporal scope, contains the required justification for temporary contracts, and stands up to judicial review. Have you received a non-compete clause that you would like to have reviewed? We will then analyze its validity, legal weaknesses, and room for negotiation.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

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Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

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Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

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Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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