Chapter | IEL | 2026
We wrote the Poland chapter of the IEL Guide to Restrictive Covenants 2026, which explains how restrictive covenants in Poland work: when a non-compete is valid, what it costs the employer, how to protect trade secrets and clients, and how to enforce it.
The IEL Guide to Restrictive Covenants is an international comparative guide to the clauses that restrict employees after they leave (restrictive covenants): non-competes, confidentiality, and non-solicitation of clients and staff. It is published by International Employment Lawyer (IEL), part of Portobello Legal Media.
The 2026 edition covers 25 jurisdictions, from Australia to the United States. The contributing editor is Christine Young of Herbert Smith Freehills Kramer. Each country chapter answers the same set of questions: from the conditions for validity, through each type of clause, to enforcement and governing law. This lets you compare Poland with other jurisdictions point by point.
The Poland chapter was written by Karolina Dębiec, Marta Solarska-Kaleńczuk and Kinga Miller of Wołoszański & Partners, named on the publisher's graphic as Exclusive Contributor: Poland. You can read the full answers on the International Employment Lawyer website by selecting Poland in the jurisdiction filter.
According to the Poland chapter of the IEL Guide to Restrictive Covenants 2026, a post-termination non-compete in Poland is valid if it is made in writing, with an employee who has access to particularly important information, for a fixed term. The agreement should also specify compensation for the employee, but omitting it or setting it too low does not invalidate the covenant: the employee is then entitled to the statutory minimum described below.
A non-compete agreement must be made in writing, on pain of nullity (Article 1013 of the Labour Code), and must define the prohibited activity precisely. The conditions for the period after employment, including the minimum compensation, are set out in Article 1012 of the Labour Code. A covenant for an indefinite period is invalid.
Polish law is more formalistic here than common law systems. Courts apply no elaborate test of reasonableness or legitimate interest. The statutory conditions decide, tempered by the doctrine of abuse of rights. If you prepare such agreements for your team, see how we work in labour law.
Compensation for a post-termination non-compete in Poland must be at least 25% of the remuneration the employee received before employment ended, for a period matching the duration of the covenant. The parties may agree on more, but not less.
If the agreement says nothing about compensation, or sets it below the statutory minimum, it is not invalid. The employee is then entitled to the statutory minimum and cannot effectively waive it. For you as an employer, a covenant with no compensation clause still costs at least 25% of pay for its whole duration.
A non-compete during employment requires no payment. Compensation applies only to the period after employment ends.
During employment, you can bind any employee with a non-compete; after employment ends, only an employee with access to particularly important information whose disclosure could harm your business. The covenant is not limited to managers.
The access criterion is imprecise, and in practice the employer assesses it. Concluding the agreement is itself treated as the employer's view that the employee has such access. A covenant can therefore cover staff at various levels, provided the access condition is met.
Since 2023, the Labour Code has expressly prohibited employers from barring employees from concurrent employment with another employer. The provision carves out non-compete agreements, so you can still use one to restrict work for a competitor.
Polish law has no separate concept of garden leave (keeping an employee away from work and clients during notice while continuing to pay them). Its practical equivalent is the employer's unilateral release of the employee from the duty to work during the notice period, with full pay (Article 362 of the Labour Code).
The release covers the notice period only and is the employer's decision. The employment relationship continues, so the statutory duty of loyalty and any non-compete during employment still apply.
The release period is not set off against a post-termination non-compete. They are two separate, consecutive periods: the post-termination covenant runs in full only once employment ends. When a key person leaves, plan for both periods separately.
Trade secrets (business secrets) remain protected after an employee leaves for as long as the information stays confidential. Since a 2018 amendment, the Polish Act on Combating Unfair Competition no longer limits this protection to three years after employment ends.
Protection applies regardless of any contractual clause, provided the business has taken steps with due diligence to keep the information confidential (Article 11(2) of the Act). A confidentiality clause can apply indefinitely and requires no compensation. It cannot, however, restrict reports or public disclosures protected under the Polish Act on the Protection of Whistleblowers of 2024.
Even so, we recommend putting a confidentiality obligation in the contract. Applying the current rules to former employees is sometimes disputed, especially where the events in dispute occurred before the amendment took effect. An express clause reduces that doubt.
Client non-solicitation and non-dealing clauses have no separate statutory basis in Poland and rest on freedom of contract. Courts assess them case by case: what counts is the clause's practical effect, its scope and duration, and how far it limits the former employee's ability to work. If such a clause in practice operates as a post-termination non-compete, a court may reclassify it, and the 25% minimum compensation then applies.
The safest approach is to draft such clauses narrowly, with a reasonable scope and a fixed, proportionate duration, or to provide for compensation. The same risk applies to non-dealing with suppliers. Non-solicitation of employees and non-employ clauses usually restrict the former employee's own work less, but they are subject to the same assessment: if in practice they block competitive activity, the risk of reclassification as a paid non-compete grows. A non-disparagement clause is permitted if its scope respects freedom of expression.
Polish law has no separate concept of a team move, the organised move of a group of employees to a competitor. You protect against it by combining non-solicitation and non-employ clauses with trade secret protection. Article 12 of the Act on Combating Unfair Competition is an independent basis: inducing an employee to fail to perform or improperly perform their duties, or to terminate their contract, may be an act of unfair competition, but only if done to benefit the inducer or a third party or to harm the business. Lawful recruitment, or an employee leaving in line with their contract, is not by itself such an act. Where loss arises, general damages claims are also available.
In Poland, golden handcuffs (benefits an employee loses by competing) are less common than in common law markets and are often structured at the level of the group or parent company. Employers use long-term incentive plans (LTIPs), deferred bonuses and forfeiture clauses. There is no specific statutory regime.
The source of the benefit decides. Forfeiture of remuneration already earned, including earned commission, is as a rule unenforceable because of labour law protections such as the ban on waiving remuneration and the limits on deductions. Equity-based plans structured under civil law are in principle enforceable, provided they do not circumvent mandatory labour law.
A training cost agreement plays a similar retention role. Under Article 1035 of the Labour Code, the employee repays the additional benefits funded by the employer, proportionately, only in the cases listed there: for example, if they abandon the training without good reason, resign during the agreed work-back period or are dismissed without notice through their own fault. Repayment is not automatic on every departure; it does not follow, for example, from the expiry of a fixed-term contract or from a dismissal for reasons not attributable to the employee. The work-back period may not exceed three years.
Employers in Poland most often enforce a post-termination non-compete through a contractual penalty, because it relieves them of proving the amount of loss. Damages exceeding the penalty are available only if the agreement expressly reserves them (Article 484 of the Civil Code). Where no penalty was stipulated, the employer claims damages under the general rules. It can also seek an order to stop further breaches.
A contractual penalty can be stipulated only in a post-termination non-compete agreement. To claim it, you need a valid agreement (among other things, in writing and for a fixed term) and proof of the breach; for damages, also proof of loss and causation.
In urgent cases, you can apply for interim relief before filing the claim or during the proceedings, for example for an order prohibiting a specified activity while the case is pending. A court may decide within days or weeks, but this is not assured: timing depends on the court and on whether it holds a hearing. You must substantiate the claim and a legal interest in the relief, and courts approach such far-reaching measures with caution.
Two observations from our practice. Costs of such proceedings are usually moderate, although they depend on the value of the claim, expert evidence and duration; the main costs are usually legal representation and expert opinions. Many such disputes settle, because that is quicker and cheaper for both sides. Employment cases also benefit from preferential court fee rules.
As a rule, a Polish court will not trim an over-broad non-compete the way an English court may under the blue pencil rule (deleting excess words from a clause), and it will not rewrite it. It can, however, find the agreement partially invalid, or reduce a contractual penalty that is grossly excessive or where the obligation has been performed to a substantial extent (Article 484 of the Civil Code).
Partial invalidity (Article 58 of the Civil Code) means the agreement stands without the defective provisions, unless the parties would not have concluded it without them; in that case the whole agreement is invalid. A court may therefore disregard a separable provision, which can come close to blue pencilling in effect, but it does not redraft the clause. A covenant may also fail because the agreement is invalid or because the employer abused its rights.
The lesson for you: draft the covenant from the start within limits you can defend in court. Do not count on a court narrowing an over-broad clause for you.
Outside employment, in management contracts, B2B agreements and shareholders' agreements, a non-compete rests on civil law and freedom of contract, and the statutory 25% compensation does not apply. Such a covenant can be broader and may even be unpaid.
The limits come from competition law: the Polish Act on Competition and Consumer Protection and Commission Regulation (EU) 2022/720 on vertical agreements (VBER), which matters especially in distribution and franchising. In M&A transactions, ancillary restraints (those directly related and necessary to the transaction) are covered by the assessment of the transaction itself. Other restraints need a separate competition-law assessment under Article 101 of the Treaty on the Functioning of the European Union (TFEU) and national law. A court may also find an excessively broad or long unpaid covenant contrary to the principles of community life (zasady współżycia społecznego), a Polish general clause close to public policy.
Where an employment contract is governed by foreign law, the EU Rome I Regulation (593/2008) on the law applicable to contractual obligations applies. A choice of law cannot deprive the employee of the protection of the mandatory rules of the law that would apply absent a choice (Article 8(2)-(4)), most often the law of the country where they habitually work. Separately, courts apply overriding mandatory provisions (Article 9), but whether a given Polish rule qualifies is assessed case by case. Polish protective standards, such as the compensation requirement for a post-termination non-compete, can therefore apply despite a foreign governing law where Polish law is the law applicable absent a choice, or where the specific rule meets the Article 9 test.
As at October 2026, no changes are planned to the rules that directly govern non-competes in Poland, and the regime in this area is stable. Since 2023, however, the provision on concurrent employment described above has applied.
What this means for you: check that your non-compete agreements are in writing, for a fixed term and with compensation of at least 25%. Assess whether non-solicitation and non-dealing clauses in practice work as a paid non-compete. Add a contractual penalty to the post-termination covenant and secure confidentiality before a key person hands in their notice.
If you want a permanent legal partner who knows your organisation and looks after such agreements with your HR team, see our HR department support.
Legal position: October 2026.
Chapter published in: International Employment Lawyer (IEL), Guide to Restrictive Covenants 2026, Poland (opens in a new tab) (Portobello Legal Media).
Yes: you can pay compensation for a post-termination non-compete in Poland as a lump sum or in monthly instalments.
The statute sets only the minimum: 25% of pre-termination remuneration, for a period matching the covenant. The payment method is for the parties to agree.
State the amount and method in the agreement expressly. If the agreement is silent, the employee is still entitled to the statutory minimum.
In market practice, a post-termination non-compete in Poland usually lasts between 6 and 24 months.
The Labour Code sets no maximum period. It does, however, require a fixed duration, because an indefinite covenant is invalid.
Each month of the covenant costs at least 25% of the employee's pay. So match the period to how long the person's information actually stays valuable to a competitor.
No: a post-termination non-compete in Poland ceases to bind the employee if the employer fails to perform its obligation to pay the compensation.
The Labour Code provides two separate grounds on which the covenant lapses: the reasons for it no longer exist, or the employer fails to pay the compensation. Not every late payment amounts to such a failure; the assessment depends on the circumstances of the case.
A statutory lapse releases the employee, but does not by itself end the obligation to pay the agreed compensation. If you want to be able to end both the covenant and the payments early, include a precise termination or withdrawal mechanism in the agreement. Until then, pay on time.
No: you cannot stipulate a contractual penalty in a non-compete that applies during employment.
It would circumvent the mandatory rules on employees' financial liability. Under those rules, an employee's liability for loss is generally capped at three months' remuneration, unless the loss was caused intentionally.
You can, however, include a contractual penalty in a post-termination non-compete agreement. You then do not have to prove the amount of loss.
Employment-based non-compete disputes go to the labour court; disputes under civil law contracts go to the civil or commercial court.
Civil law contracts here include management contracts and B2B agreements. The employer files a claim seeking an order to stop the breach, damages or a contractual penalty. In urgent cases, it can apply for interim relief even before filing the claim.
The type of contract therefore decides not only the 25% rule, but also the court and the court fees.
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We draft non-compete agreements, confidentiality and non-solicitation clauses, and handle disputes over their breach. See how we work, or read the full chapter at the publisher.
