Relationship Clause in Employment Law | Utrecht

Relationship Clause

A relationship clause in your employment contract prohibits you, after the end of your job with a Utrecht-based company, from contacting former clients of your employer. This protects the employer's customer base but must meet strict requirements to be enforceable. In this article for Utrecht residents, you'll find explanations on how it works, its validity, and consequences, with tips for the District Court of Utrecht and the Utrecht Legal Aid Desk.

What exactly does a relationship clause entail?

A relationship clause specifically restricts you from contacting clients whom you served during your employment with your employer in Utrecht. Unlike a non-compete clause, which imposes a broad work ban in the sector, this targets only those specific relationships. It prevents you from taking established contacts with you to a new job or your own business in the Utrecht region.

Example: As an account manager at a Utrecht software company, you maintain ties with clients such as Utrecht University. A relationship clause could then prohibit you for one year from approaching those clients for yourself or a new employer. It must be in writing in your contract, with precise details on the relationships involved, duration, and territory.

Legal basis for the relationship clause

A relationship clause has no specific statute like the non-compete clause. Since January 1, 2020, Article 7:653(1) of the Dutch Civil Code imposes strict requirements on non-compete clauses: in writing, detailed, and including a penalty clause plus compensation (at least 50% of the transition payment).

According to the Supreme Court (ECLI:NL:HR:2022:390), a relationship clause falls outside this, as it is a 'targeted' clause on specific relationships, not a total non-compete ban. However, it must be reasonable and fair (Article 6:248 of the Dutch Civil Code) and not disproportionately hinder your job search in Utrecht.

Differences between relationship clause and non-compete clause

Here's an overview for Utrecht residents:

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

Requirements for a valid relationship clause

For Utrecht residents, the following apply:

• In writing in the contract.
• Precisely defined: e.g., 'clients in Utrecht for whom you were responsible'.
• Limited duration: typically 6-12 months; longer requires strong justification.
• Geographical limit: only Utrecht and surrounding areas with those relationships.
• Essential: employer must prove necessity, such as access to sensitive data.

Vague wording like 'all Utrecht relationships' is often declared invalid by the subdistrict judge of the District Court of Utrecht.

Practical examples from Utrecht

Example 1: Jan, an account manager at a Utrecht staffing agency, had contact with Utrecht Municipality. After leaving, he approaches them for his own firm. The District Court of Utrecht upholds the clause (12 months) and awards damages.

Example 2: Marie, a real estate agent in Utrecht, has a clause covering 'clients from the last year'. A former client calls her; the judge at the District Court of Utrecht voids it: too broad and passive contact.

Example 3: At a Utrecht IT firm, a 2-year clause applies to a junior employee; the District Court of Utrecht declares it invalid due to excessive duration.

Your rights and obligations under a relationship clause

Employee rights

1. Review and negotiate upon joining a Utrecht company.
2. Have it declared invalid via the subdistrict court of the District Court of Utrecht.
3. No penalty for passive contact (unless explicitly stated).

Employee obligations

• Comply to avoid proceedings.
• Assess new job for overlap with Utrecht relationships.

Employer

May impose penalty or claim with evidence; expect proceedings at the District Court of Utrecht.

Frequently asked questions for Utrecht residents