I am about to take up a new position with a company and they have sent me over a contract to sign. One of the clauses of the contract is headed "Competition" and consists of a paragraph that given the normal grammatical understanding of commas the sentence could be read as follows:

You will not, while employed by the Company, be engaged or interested in any activity without the express permission in writing of the company.

... any activity... like eating a meal or driving my car?

I have queried this with the HR department of the company in question and they have said that the clause is non-optional and that it is specifically not limited just to commercial activity.

I have never come across something this broad before. It seems very strange to me that a company would use a contract to grant itself purview over every single activity I could possibly engage in, inside and outside of the employment but is this considered acceptable within the course of normal employment? Maybe I am misunderstanding the scope of the paragraph?

EDIT: per comments request for jurisdiction information, we can say this in the UK (currently still part of the EU for now).

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    If you do not understand a contract. I suggest you contact a lawyer. How effective contract are depend on a lot of things, including region (I could not sign away my rights even if I wanted to) – Jeroen Jan 11 '18 at 13:47
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    Then I suggest you change the title to reflect this "How broadly can contract clauses apply?" is a legal question. Whatever it's generally considered acceptable seems to be an answerable question. However I still suggest adding your country/state as that will be relevant to any answer. I have to add, this would be to broad for me to sign. You could not even follow any education without permission. I would never sign a contract that has any effect on my personal life (including for example who I could date) – Jeroen Jan 11 '18 at 13:52
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    IANAL - but you can put anything into a contract, but that doesn't necessarily make it remotely enforceable...or legal. – Tim Jan 11 '18 at 14:35
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    This is where you walk away. Seriously, if this is how they "Open the door," what do you think working there will be like? – Wesley Long Jan 11 '18 at 15:31
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    @Toby I didn't read your earlier comment. If HR is saying this broad term is intended, then I would do as other said to walk away. I don't think it's as broad as what you eat, or what you do, but I do think it touch upon activities you engage at home like volunteering or even something like doing open source. Usually the contract would say don't engage in jobs/tasks for a competing company. – Dan Jan 11 '18 at 15:39

Hmm..I think as Jeroen says in his comment this is really a question for a lawyer - many jurisdictions have limitations on the ability of a contract (particularly employment contracts) to restrict you, but that's not something we can really answer here.

In terms of whether this sort of all-encompassing clause is normal or not I would have to say no.

Clauses restricting what you can do in a business sense are pretty common. Even ones restricting non-business activities that could potentially affect the company aren't unheard of - I've known of ones that restrict an employee from engaging in dangerous sports or hobbies that may result in them becoming injured and unable to fulfill their role for example, or the increasingly common terms preventing you from posting certain things on social media if they would be detrimental to the company's reputation, but any activity? That's a new one on me - and while I can't imagine something so broad would stand a chance of being enforceable I think most people would reject such a broad clause.

It may be that they have a particular scope for the word "activity" in mind that narrows this to a more reasonable outlook but that's not clear from what you've said. I'd suggest putting the ball back in their court and asking them what they consider to be an "activity" under this term.

EDIT: Following the update that this is in the UK I thought I'd add in that not only is such a broad term definitely unusual (I'm in the UK and have never seen one so broad) but also (with the usual disclaimer of IANL and this is not legal advice) they wouldn't stand a snowball's chance in hell of enforcing it. There's no hard and fast rule on what they are allowed to prohibit out of working hours (apart from anything protected by discrimination legislation such as religion, sexuality etc) but generally they have to convince the court that the activity harms the organisation's business or reputation (or the other staff as they have a duty of care) and these things get evaluated on a case-by-case basis.

  • The ultimate goal of the contract is employability. If you breech it, then the worst case is being fired. In most US states, an employer can fire without any reason so a contract is just icing on a cake that doesn't mean anything. Now if they want to hold you accountable legally like paying back money, etc, then yeah, enforceability or legality comes into question which in most cases cannot be enforced since you performed your duty until the breech. – Dan Jan 11 '18 at 15:12
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    One thing to consider, If they are putting things this unreasonable in the contract (whether enforceable or not), then it is highly likely the corporate culture is unreasonable in general. I would turn down the offer unless I was unemployed and need the job to continue to have a roof over my head. – HLGEM Jan 11 '18 at 16:07
  • @Dan actually I believe there can be more severe penalties for breach of contract than just being fired - but IANL – motosubatsu Jan 11 '18 at 16:18
  • In general its even harder to enforce noncompetes in the UK than states like CA – Neuromancer Jan 11 '18 at 17:18
  • @Neuromancer very much so - although that is generally only the case when it's being applied after you have left. I can't remember the official name for it but there's generally a view from the courts that you can't restrict someone from earning a living. Non-competes are difficult (and expensive) to enforce via the courts so generally they are there to discourage people from more egregious examples or a bluff to strengthen the companies negotiating position when someone valuable is leaving – motosubatsu Jan 11 '18 at 17:22

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