Non-Compete Agreements Under Polish Labour Law

Protecting your business from unfair competition is a standard requirement for key hires. However, in Poland, non-compete agreements (zakaz konkurencji) are strictly regulated by the Labour Code. Unlike some jurisdictions where a simple clause in an offer letter suffices, Polish law requires a formal, paid commitment. If your agreement fails to meet specific statutory criteria, it is not just unenforceable, it is legally void.

Our Employer of Record (EOR) service ensures that restrictive covenants are drafted to 2026 standards, balancing your need for protection with the employee’s statutory right to compensation.

Mandatory requirements for validity

For a post-employment non-compete to hold up in a Polish court, four non-negotiable elements must be present:

Access to Vital Information. The agreement is only valid for employees who have access to “particularly important information,” the disclosure of which could cause the employer significant harm (e.g., trade secrets, client databases, or proprietary code).
Written Form. The agreement must be signed in writing. An exchange of emails or a digital “click-to-accept” without a qualified electronic signature is often insufficient for Labour Code compliance.
Defined Duration and Scope. You must specify the exact length of the restriction (typically up to 2 years for indefinite contracts) and the specific activities or competitors included. Vague “all-industry” bans are frequently struck down.
Guaranteed Compensation. This is the most common point of failure for foreign employers. You cannot have a post-employment non-compete in Poland without paying for it.

The cost of protection: Statutory compensation

If you choose to restrict an employee’s professional activity after they leave, you must compensate them for their “lost opportunity” to work in their field.

Requirement	Statutory Minimum (2026)
Minimum Compensation	25% of the employee’s average remuneration prior to termination.
Payment Frequency	Typically paid in monthly instalments for the duration of the ban.
Tax Treatment	Non-compete compensation is subject to PIT (Income Tax) but is generally exempt from ZUS (Social Security) contributions.

Enforcement and Contractual Penalties

A non-compete agreement is only as good as its enforcement mechanism. We recommend including a contractual penalty clause (kara umowna). This allows you to claim a pre-agreed sum if the employee breaches the agreement, without having to prove the exact financial value of the damages in court—a process that can be notoriously difficult.

However, the penalty must be proportionate. If the penalty is deemed “grossly exorbitant” compared to the compensation paid, a court may reduce it significantly.

Termination of the Non-Compete

Many foreign companies forget that a non-compete is a two-way street. Once signed, you are obligated to pay the compensation even if you no longer fear the employee’s competition (e.g., they change industries).

We include specific **withdrawal clauses** that allow the employer to terminate the non-compete obligation under certain conditions (like a termination by the employee), potentially saving you months of unnecessary compensation payments.

B2B versus Employment Non-Competes

If you are hiring on a B2B basis, the rules are different. While the Labour Code does not strictly apply, Polish Civil Courts still look for “equity.” An unpaid, 2-year B2B non-compete can be challenged as a violation of the principles of social coexistence.

In 2026, with the National Labour Inspectorate (PIP) increasing its scrutiny on “disguised employment,” having identical non-compete terms for both B2B and EOR staff is a major red flag. We help you differentiate these to maintain your compliance shield.