Last updated: 03.11.2025 
Non-competition agreements in Poland
Non-competition agreement is one of the most important tools that protects a company from unfair competition from former employees or associates, especially those who are key to its operations.
In Poland, regulations on non-competition vary depending on the legal basis of the relationship: different rules apply to employment contracts and different rules apply to civil law contracts, such as B2B contracts.
These differences affect how companies enforce non compete agreements in practice and what legal protections are available.
What is a non-competition clause?
A non compete agreement is an obligation – usually imposed on a key employee or associate – to refrain from engaging in activities that compete with the employer or contractor.
It may apply both during and after the cooperation. The purpose of the non-competition clause, a form of restrictive covenant, is to limit competitive activities, especially by persons who had access to confidential information, customer databases, or know-how and could use them to build a market advantage.
Under Polish law, a non-competition agreement (NCA) or non-competition clause is a specific type of agreement (or contractual provision) in a commercial contract or employment contract that prohibits an employee or contractor from:
- performing work or providing services for a competing entity;
- providing work or services to the employer’s/client’s customer;
- conducting competitive activities.
B2B vs Employment Contract: Key Differences in Non-Compete Agreements
The table below shows the key differences between non-competition agreements concluded as part of B2B contracts and employment contracts:
| Criterion | B2B / civil law contract | Employment contract |
| Legal basis | No specific regulation; based on the principle of freedom of contract | Regulated by the provisions of the Polish Labor Code |
| Obligation to pay after termination of the agreement | No formal obligation to pay, but failure to pay may lead to the invalidity of the agreement if it is considered contrary to the principles of social coexistence (inconsistent case law). | Mandatory remuneration for non-competition after termination of employment. |
| Duration of the prohibition | Any, as agreed by the parties; should not unduly restrict freedom of economic activity. | No explicit limitation – limited to a “reasonable period” – it is important to specify the end date of the non-competition clause in the agreement |
| Form of the agreement | May be oral, but written form is recommended; often concluded as part of the main agreement or as an appendix. | Written form is required under pain of nullity. |
| Consequences of a breach of a non-competition clause | The parties may provide for contractual penalties, damages, blank promissory notes, etc. | The employer may claim damages within the limits of the actual damage suffered. |
Non-competition in B2B – key principles
In the case of civil law agreements, such as B2B agreements, non-competition is not regulated by specific provisions – its structure is based on the general principle of freedom of contract under the Polish Civil Code. This means a high degree of flexibility, but also responsibility on the part of the entities drafting such provisions.
The limits of the principle of freedom of contract are:
- law – the contract or its individual provisions may not conflict with mandatory provisions of law,
- principles of social coexistence – the contract or its individual provisions (as well as its purpose) may not conflict with broadly understood moral norms (non-legal criterion),
- the nature of the legal relationship – the agreement or its individual provisions may not be contrary to the overall characteristics of a specific legal relationship resulting from custom or established practice or the characteristics of a specific legal relationship resulting from legal provisions.
Non-Compete Clause Compensation in B2B Contracts
Unlike employment contracts, the law does not provide for an obligation to pay remuneration for a non-competition clause after the end of cooperation between entrepreneurs. However, this does not mean that any compensation can be completely waived. Case law shows that a long-term, unpaid non-competition clause may be challenged by a court as contrary to the principles of social coexistence, especially if it imposes significant restrictions on one of the parties without equivalent compensation.
Therefore, it is always worth analyzing whether the introduction of remuneration in a specific civil law contract is justified, taking into account the nature of the industry, the scope of the prohibition, and its duration. Importantly, if we decide on a paid non-competition clause, the remuneration cannot be merely symbolic.
It should provide real compensation for the restrictions imposed on the entrepreneur, proportional to their scale and duration, especially when such clauses prevent a person from accepting a new job within their industry.
What should a non-compete agreement in B2B relations contain?
The purpose of concluding a non-competition agreement between entrepreneurs should not be to copy templates with excessive contractual penalties and overly broad prohibitions on activities. It is crucial to formulate the provisions in an effective, legally binding, enforceable, and tailored to the needs of the entrepreneur.
Such an agreement should comply with the principle of freedom of contract (Article 353¹ of the Civil Code) and take into account, among other things:
- The parties to the agreement –e.g., a self-employed contractor or a representative of a limited liability company
- Subject matter of the agreement – it is necessary to clearly define what constitutes competitive activity and what exactly the non-competition clause means (e.g., a ban on providing services to the company’s customers, conducting similar activities, etc.).
- Duration of the non-competition clause – the prohibition should apply for a strictly defined, reasonable period of time. In the context of establishing a non-competition clause for an indefinite period, the entrepreneur assumes the risk that the collaborator will submit a statement of termination of the non-competition agreement.
- Securing the performance of the agreement – a typical solution is a contractual penalty, the amount of which should not be grossly excessive. Other security measures, such as a blank promissory note or a guarantee, are also acceptable.
- Remuneration for the non-competition clause – although the law does not explicitly require the payment of remuneration for compliance with the clause after the end of the cooperation, its absence may be challenged in court. The remuneration should not be symbolic, but should correspond to the degree of restrictions and the duration of the clause.
A non-competition agreement should be written in a transparent manner, appropriate to the nature of the cooperation and proportionate to the potential risks to the entrepreneur. Its main purpose should be to realistically protect the interests of the company without unduly restricting the other party’s earning potential.
Possibility of terminating the prohibition
The parties may include clauses in B2B (business to business) agreements allowing for the termination of the non-competition clause, both during its term and after the end of the cooperation. This allows the relationship to be adapted to changing economic conditions.
Practical recommendations
Non-competition agreements are an effective tool for protecting the company’s interests, provided that they are properly drafted. In the case of B2B agreements, the following are of particular importance:
- Precision of provisions.
- Maintaining a balance between the entrepreneur’s interests and the right to conduct business activity.
- Adequate protection in the event of a breach of the prohibition.
Summary – non compete clause in Polish Labor markets
A non-competition agreement is one of those tools which, when properly formulated, effectively protects the interests of the company. Regardless of whether you are working with an employee or a B2B contractor, it is crucial to tailor the provisions to the specific relationship, industry, and potential risks.
In our practice, we support clients both at the stage of formulating contractual provisions and in assessing their effectiveness and compliance with applicable law. If you need help preparing or analyzing a non-competition clause, please contact us. We will help you protect your company’s interests in a practical and lawful manner.
FAQ: Non-compete clause in Poland
Can a non-compete clause be part of a separate agreement?
Yes. A non-compete clause can be included either as a provision within the main contract or as a separate agreement between the business entity and the individual, such as independent contractors, employees, or senior executives.
Why do companies use noncompete clauses?
Companies use noncompete clauses to protect trade secrets, retain market participants, and maintain a competitive advantage. These clauses are especially important when individuals have access to particularly sensitive information or operate within the same product and service markets as the employer.
What are the typical limitations of a noncompete clause?
Noncompete clauses typically include a defined geographic scope, a time limit, and restrictions related to service markets or competing businesses. These terms must be reasonable and proportionate to the nature of the employee’s employment or services performed by the individual, such as perform duties for a direct competitor.
Can employers terminate a noncompete clause?
Yes. Noncompete provisions can include mechanisms for such termination by one party, especially when business needs change or legal environments evolve.
How do noncompete clauses affect the labor market?
Research suggests that noncompete clauses can lead to lower wages, reduced wages, and restricted job movement. Critics argue they unfairly limit worker mobility, particularly among low wage workers in the same industry, by restricting their ability to offer worker’s labor services to a direct competitor.
How can employers retain employees without noncompete clauses?
Instead of relying on noncompete agreements, businesses can use enforceable non disclosure agreements, invest in employee engagement strategies, or offer competitive compensation packages to retain employees. These approaches help balance legitimate business interests with the need to promote competition and attract talent.
