Non-compete clauses in Poland – enforceability

A Warsaw-based software house recently dismissed its lead developer – only to discover, three months later, that the same developer had joined a direct competitor and was actively approaching the company's clients. The non-compete clause in the employment contract had been drafted in broad terms but had never been supported by a compensatory payment. The clause was unenforceable. The company lost both the employee and the competitive advantage it had tried to protect.

Non-compete clauses in Poland are governed by the Kodeks pracy (Labour Code, KC) and require a written agreement, a defined scope of prohibited activity, and – for post-employment restrictions – a mandatory compensatory payment of at least 25% of the employee's prior remuneration. A clause that omits the compensation requirement is void under Polish employment law. Employers who overlook this rule forfeit the protection they sought and may face claims from the employee for breach of contract.

This guide walks through the legal framework step by step: what makes a clause valid, how compensation is calculated, what courts have decided on scope and duration, and how the rules differ for B2B contractors. Three business scenarios – a manufacturing group, an IT company, and a foreign investor entering the Polish market – illustrate the practical choices at each stage. The guide also covers the most common drafting mistakes and how to avoid them.

What does Polish law require for a valid non-compete clause?

Polish employment law sets out a two-track system. A clause covering the period of employment (in-term restriction) needs only a written agreement and a defined scope. A post-employment clause (after-term restriction) requires three additional elements: a written agreement separate from or clearly distinguished within the employment contract, a defined duration of no more than the period agreed by the parties, and a compensatory payment of at least 25% of the employee's remuneration received before the restriction period. Miss any one of these, and the clause fails.

The National Labour Inspectorate (Państwowa Inspekcja Pracy, PIP) has authority to inspect employment documentation and flag non-compliant clauses. The National Court Register (KRS) and associated commercial court records become relevant when a dispute reaches litigation. Employers must also ensure the clause identifies the employee as someone with access to particularly sensitive information – without this, a post-employment restriction has no statutory basis under the Labour Code.

Duration is not capped by statute, but courts treat restrictions exceeding 12 months with increasing scepticism. A restriction of 24 months for a mid-level sales manager is routinely reduced by labour courts. The safer range is 6 to 12 months for most roles, with up to 24 months reserved for C-suite executives and roles with genuine access to trade secrets.

Written form is mandatory – verbal agreements are void
Scope must identify the competing activity with reasonable precision
Compensation of at least 25% of prior remuneration is a floor, not a ceiling
The employee must hold access to particularly important information
Duration beyond 12 months requires strong justification

One practical point (often missed by HR teams): the 25% threshold is calculated against the remuneration received during the employment, not against the base salary alone. Variable components – bonuses, commissions, allowances – are included if they were received regularly. An employer who bases the calculation on base salary only may find the clause partially void.

How is the compensatory payment calculated and paid?

The compensatory payment must be at least 25% of the remuneration the employee received during the period equal in length to the restriction period. If the non-compete lasts six months, the reference period is the six months immediately preceding termination. If it lasts 12 months, the reference period is the preceding 12 months. Payment can be made as a lump sum or in monthly instalments – courts have accepted both structures, provided the total meets the statutory floor.

We secured a reversal of a non-compete enforcement claim for a technology client in the Mazowieckie region (autumn 2025). The employer had paid compensation in a lump sum at the start of the restriction period. The employee argued the payment method was invalid. The labour court confirmed that lump-sum payment is permissible under Polish law, provided the amount is correctly calculated. The client avoided a damages claim exceeding PLN 180,000.

One frequently misunderstood point: the employer may release the employee from the restriction before the period ends, but only if the contract explicitly provides for this right. Without a contractual release clause, the employer remains obligated to pay compensation for the full agreed period – even if the business reason for the restriction has disappeared. This is a genuine lost opportunity: employers who omit the release clause pay for protection they no longer need.

For foreign investors, the calculation becomes more complex when remuneration includes equity, stock options, or payments made partly outside Poland. The Sąd Najwyższy (Supreme Court of Poland) has addressed this issue and confirmed that all remuneration with a direct employment connection is included in the base. Employers with cross-border pay structures should document the calculation methodology before any dispute arises.

What scope restrictions do Polish courts enforce?

Scope is the most litigated element of non-compete clauses. A clause that prohibits the employee from working in "any business similar to the employer's" will be narrowed by a labour court to the activities the employee actually performed. Polish courts apply a proportionality test: the restriction must be no wider than necessary to protect the employer's legitimate interest. A clause drafted too broadly is not automatically void – courts reduce it to an enforceable scope, a process known as miarkowanie (judicial moderation).

Judicial moderation is both a safety net and a trap. Employers sometimes draft wide clauses assuming courts will trim them to something reasonable. In practice, moderation is unpredictable. A clause reduced to a narrower scope may not protect the specific competitive advantage the employer cared about. Drafting precisely from the outset – identifying the market segment, the client categories, and the geographic area – produces a more reliable outcome than relying on judicial correction.

Geographic scope matters. A restriction covering "Poland and the European Union" for a regional sales manager is disproportionate. Courts have consistently held that geographic scope must match the employee's actual operational area. For a manager covering the Silesia region, a clause restricted to Silesia and adjacent voivodeships is enforceable. A clause covering the entire EU is likely to be moderated to a regional scope – or to the specific client list the employee served.

For companies in regulated sectors – financial services supervised by the Polish Financial Supervision Authority (KNF), or entities subject to sector-specific restrictions – the non-compete clause interacts with regulatory obligations. Employees leaving KNF-supervised entities may face additional post-employment restrictions under sector law, separate from and cumulative with the Labour Code framework.

How do the rules differ for B2B contractors?

Many Polish companies structure senior relationships as B2B contracts (umowa o świadczenie usług or similar civil-law agreements) rather than employment contracts. The Labour Code does not apply. Non-compete clauses in B2B contracts are governed by the Kodeks cywilny (Civil Code) and general principles of contract law. There is no statutory 25% compensation floor. There is no mandatory written form beyond what the Civil Code requires for the specific contract type. Duration and scope are subject only to general proportionality limits.

This apparent flexibility carries serious risk. The B2B reclassification risk and PIP enforcement powers in 2026 is real: if a B2B arrangement is reclassified as employment by a court or by PIP, the non-compete clause embedded in the civil-law contract may be voided entirely, because it was not structured to meet Labour Code requirements. Reclassification also triggers back-payment of social security contributions and personal income tax – a significant financial exposure.

Our team obtained interim measures protecting confidential client data for a Warsaw-based fintech company whose departing B2B contractor had taken proprietary algorithms to a competitor in the Małopolska region (spring 2026). The civil-law non-compete clause was valid, but enforcement required an injunction rather than the simpler Labour Code route. The process took 45 days from filing to interim order – faster than standard commercial litigation, but slower than a Labour Code enforcement action.

Three scenarios illustrate the choice between employment and B2B non-compete structures. A manufacturing group in Silesia uses employment contracts for all senior roles: Labour Code protection is predictable, compensation calculations are straightforward, and PIP inspection risk is low. An IT company in Warsaw uses B2B contracts for developers: the non-compete clause is drafted under Civil Code principles with a specific liquidated-damages clause (kara umowna) of PLN 150,000. A German investor entering Poland through a subsidiary uses employment contracts for local management and B2B for seconded technical specialists, with separate non-compete agreements tailored to each legal framework.

What are the most common drafting mistakes and how can they be avoided?

The most common mistake is treating the non-compete clause as a standard template to be copied from one contract to the next. Each clause must be calibrated to the specific role, the actual competitive risk, and the remuneration structure. A clause copied from a 2019 contract may not reflect the Supreme Court of Poland's more recent guidance on the scope of "particularly important information" – the threshold that determines whether a post-employment restriction is even available.

For employers managing cross-border workforces – including posted workers from Ukraine to Poland and A1 certificates – the applicable law question adds another layer. A Ukrainian employee posted to Poland is subject to Polish mandatory employment law, including the Labour Code's non-compete provisions, for the duration of the posting. An employer who applies Ukrainian non-compete standards to a posted worker in Poland risks having the clause voided by a Polish labour court.

A second common mistake is failing to update the clause when the employee's role changes. A non-compete agreed when an employee was a junior analyst may be inadequate when the same person becomes a regional director with access to pricing strategies and key account data. Polish law does not automatically update the clause to reflect the new role. A separate agreement – or an addendum to the existing one – is required.

Verify compensation calculation includes all regular remuneration components
Include a contractual release clause to avoid paying for obsolete restrictions
Update the clause when the employee's role or access level changes materially
Confirm applicable law for posted workers and cross-border arrangements

Finally, for companies in the digital and financial sectors, the interaction between non-compete obligations and obligations under DORA ICT risk management for Polish entities is worth considering. Key personnel in ICT roles may be subject to both a Labour Code non-compete and DORA-derived restrictions on information handling after departure. Aligning both sets of obligations in a single, coherent exit framework reduces enforcement gaps.

Employers should also consider the whistleblower protection framework. Under the Polish implementation of the EU Whistleblowing Directive, a non-compete clause cannot be used to silence or penalise an employee who reports a violation in good faith. A clause drafted in terms wide enough to prevent a former employee from working for a regulatory body or NGO may be challenged on this ground. Precision in scope drafting is the only reliable defence.

To receive an expert assessment of your non-compete framework, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can an employer enforce a non-compete clause if it stops paying compensation?

A: If an employer stops paying the agreed compensation during the restriction period, the employee is released from the non-compete obligation from the date of the payment failure. This is a well-established position under Polish labour law. The employer cannot enforce the restriction while simultaneously failing to meet its own payment obligation. Employers should ensure compensation payments are made on time – missed payments immediately and irreversibly forfeit the protection.

Q: How long does it take to enforce a non-compete clause through a Polish labour court?

A: A first-instance labour court judgment in a non-compete dispute typically takes 12 to 18 months from filing. Interim injunctive relief – preventing the employee from working for a competitor pending the main hearing – can be obtained in 30 to 60 days if the employer demonstrates urgency and a prima facie case. Enforcement in the Court of Appeal adds a further 6 to 12 months. Employers who rely solely on litigation as an enforcement mechanism should factor this timeline into their competitive risk assessment from the outset.

Q: Is it a common misconception that any confidentiality clause doubles as a non-compete?

A: Yes – this is one of the most frequent misconceptions. A confidentiality clause (klauzula poufności) prohibits the disclosure of specific information. It does not prohibit the employee from joining a competitor, soliciting clients, or using general professional knowledge acquired during employment. A non-compete clause does a different, narrower job. Both clauses serve distinct purposes and should be drafted separately. Relying on a confidentiality clause to achieve non-compete protection will fail in a Polish labour court.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to employment law, non-compete enforcement, and global mobility. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.