Relationship Clause in Employment Law | Leiden

Relationship Clause

A relationship clause in your employment contract prohibits you, after the end of your employment, from contacting your former employer's clients in the Leiden region. It protects business relationships but must meet strict requirements to be enforceable. In this article for Leiden residents, you'll learn about its scope, validity, and tips for the District Court of Leiden.

What does a relationship clause mean for Leiden residents?

A relationship clause targets the client relationships you built during your time at a Leiden-based company, such as Leiden University or local tech firms. Unlike a non-compete clause, which excludes entire industries, it focuses solely on those specific contacts. It prevents you from taking them with you to a new job.

Example: As an account manager at a Leiden software company, you maintain ties with three key clients. The clause may prohibit you for one year from approaching them for yourself or a new employer. It must be in writing, with precise details on relationships, duration, and region, such as the Leiden area.

Legal rules for relationship clauses

There is no specific law for relationship clauses, unlike non-compete clauses. Since January 1, 2020, Article 7:653(1) of the Dutch Civil Code imposes strict requirements on non-compete clauses: in writing, detailed, and with compensation of at least half the transition payment.

According to the Supreme Court (ECLI:NL:HR:2022:390), a relationship clause falls outside this, as it is specific and does not block total competition. However, it must be reasonable and fair (Article 6:248 of the Dutch Civil Code) and not unfairly hinder your job search in the Leiden job market.

Differences: relationship clause vs. non-compete clause

Here's an overview:

Learn more in our article on the non-compete clause.

Requirements for a valid relationship clause in Leiden

For validity in the Leiden region:

• In writing in your contract.
• Precision: specify exact relationships (e.g., 'clients under your management in Leiden').
• Limited duration: typically 6-12 months; longer requires justification.
• Regional scope: limited to Leiden activities.
• Essential: employer must demonstrate necessity, such as for sensitive data.

Overly vague wording like 'all clients' is often struck down by the subdistrict judge at the District Court of Leiden.

Practice cases from the Leiden region

Case 1: Pieter, account manager at a Leiden staffing firm, contacts ex-client KPN after leaving. District Court of Leiden upholds the clause (12 months): he pays damages.

Case 2: Lisa, real estate agent in Leiden, receives a call from a former client. Her broad clause ('clients from the past year') is struck down by the judge: no active solicitation.

Case 3: At a Leiden IT firm with a 2-year clause for a junior: invalid due to excessive duration.

Your rights and obligations

Rights as a Leiden resident

1. Review and negotiate the clause upon joining.
2. Have unreasonable clauses struck down by the subdistrict judge at the District Court of Leiden.
3. No penalty for passive contacts (unless specified).

Consult the Legal Aid Office Leiden for free advice.

Employee obligations

• Avoid breaches to prevent proceedings at the District Court of Leiden.
• Screen new jobs for overlaps.

Employer

May impose fines or claims but must provide evidence via the District Court of Leiden.

Frequently Asked Questions for Leiden