DID YOU KNOW THAT… non-compete agreement null and void if conditional on employer decisions affecting employment relationship?

A non-compete agreement which is conditional upon the preservation of the original duties introduces an element of vagueness that undermines the entire agreement.

This principle was confirmed by the Italian Court of Cassation in order no. 10679 of 19 April 2024. In this case, the non-compete agreement provided that if the employee’s duties changed during the term of the relationship, the employee would be free from the non-compete obligation 12 months from the new duties. Moreover, the agreement provided that the geographical area subject to the non-compete agreement related to the Veneto region and to a further area that the company reserved the right to define on termination of the relationship.

In light of the above, it follows that the content of the non-compete agreement must be determined in advance and any clauses that result in its vagueness (such as the modification of the duties or of the geographical area) result in its nullity.

Other related insights:

• Non-competition agreement remuneration. How the nullity cases work (Guida al Lavoro de Il Sole 24 Ore, 19 March 2021 – Vittorio De Luca, Antonella Iacobellis)