Non-Compete and Non-Solicitation Clauses

21/05/2026

Non-Compete and Non-Solicitation Clauses

M P Ram Mohan, Siddhartha Shukla, Tom Lyle and Prem Vinod Parwani

Working Papers

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This note provides an overview of non-compete and non-solicitation clauses, contrasting Indian law with key principles and considerations under English law. It examines the doctrinal framework under Section 27 of the Indian Contract Act, 1872, on the restraint of trade. It shows how there are differing thresholds of enforceability of non-compete and non-solicitation clauses, depending on whether they appear in employment or commercial contexts. It then compares India’s doctrinal framework with other common law jurisdictions, with a particular focus on the English common law “reasonableness” framework that governs the enforceability of non-compete and non-solicitation clauses in the UK. The article concludes by demonstrating litigation and enforceability challenges of these types of clauses, along with suggestions for practitioners to strategically address them.

IIMA