\"Cooling Off\" for How Long? The Real Limits on Non-Compete Clauses in Hong Kong

The question many people ask: my contract says I cannot work in the trade for a year after I leave — does that actually bind me?

This is the most-searched and least-explained clause in Hong Kong employment. You want a number — how many months is safe — and Hong Kong has never legislated one. What actually decides your case is not visible anywhere in your contract.

In Hong Kong this kind of clause is usually called a non-compete or a restrictive covenant (競業條款 or 禁止競業的條款 in Chinese). Hong Kong's Ordinances do not use these terms.

The thirty-second version

• The starting position is void, not valid. At common law a clause restraining a departing employee starts out void; the employer must prove it reasonable before it does anything.
• There is no statutory ceiling. No Hong Kong statute sets a maximum duration, a maximum geographic scope or a compensation requirement for such a clause.
• "I do not want you working for a rival" is not itself a protectable interest. What the courts protect is confidential information, trade connection and workforce stability.
• The injunction is not to be had at the Labour Department or the Labour Tribunal. The tribunal may hear only the claims its Schedule lists, and none of the seven live paragraphs is an injunction to enforce a covenant — but paragraph 1(a) expressly covers an unliquidated claim, which is damages, for breach of an express term of a contract of employment, so "no injunction" is not "the whole dispute is outside the tribunal".
• Reasonableness is judged at the date of the contract, not at the date you leave.
• The numbers you have found — six months, two years, five years — are none of them Hong Kong law. They come, respectively, from claims circulating online, from Mainland Chinese legislation, and from an EU regulation about distribution agreements.

First: no Hong Kong statute says "no longer than X months"

No Hong Kong Ordinance regulates an employee's post-termination non-compete. Where the statute book mentions "restraint of trade" — the Co-operative Societies Ordinance (Cap. 33) s.13(2), the Trade Unions Ordinance (Cap. 332) ss.2, 40 and 41, and the Merchant Shipping (Liner Conferences) Ordinance (Cap. 482) s.12 — it either carves a category of agreement out of the doctrine or uses it in a definition. None regulates the doctrine, and none limits its duration or geography.

The Employment Ordinance does not deal with this at all

The Employment Ordinance (Cap. 57) contains no provision on post-termination competition, confidentiality or injunctions.

Many readers have heard that you cannot contract out of the Employment Ordinance, and reach for s.70 (section heading: Contracting out):

Some people infer from that silence that such a clause is only a rule the company made up and does not bind. That inference is wrong — whether such a clause holds is decided not by the Ordinance but by the common-law test set out below, and Hong Kong courts have enforced such clauses by injunction.

This site's reading: s.70 voids a term that cuts down a right the Ordinance confers — and there is no right in the Ordinance to go and compete with a former employer once you have left. On a post-termination non-compete, s.70 has nothing to bite on. (Where s.70 may matter is garden leave; see below.)

(The statutory floor of the employment relationship itself — notice, payment in lieu, continuous contract, probation — is covered in Employment Contracts and Restrictive Covenants in Hong Kong .)

The court's first question is not "how long", it is "what are you protecting"

The cases below, except in the Re Cobo Asia Ltd section ([2026] HKCFI 2696), are described as Hong Kong law firms and counsel have reported them in published case notes.

The starting position favours the employee, and the burden sits with the employer. Two Hong Kong firms, publishing in 2021 and in 2026, set out the same framework in nearly identical terms: a term limiting what a departing employee may do is treated as dead on arrival — the courts class it as a restraint on trade that cuts against public policy — and it comes alive only if the employer can show it is fair as between the two of them and not damaging to the public. One of them puts it as flatly as it can be put: in Hong Kong such clauses start out presumed void.

And the two limbs come in an order, and the order is itself the answer. One firm reports that in one case the court had to consider, first, whether the clause protected the employer's legitimate interests, and only then whether it went no further than was reasonably necessary to protect them. The first is a threshold question; the second is a question of degree. Miss the first and no amount of narrow drafting rescues the clause.

The commonest reason for failing it is that what the employer wants to protect is not an interest at all. One firm reports that among the principles the District Court restated in one case was this: an employer is not entitled to protect itself against competition as such, only against unfair exploitation of its trade secrets or trade connections, and to protect the stability of its workforce.

Three categories count: trade connection and goodwill, confidential information and trade secrets, and stability of the workforce.

But the line that decides most real cases is a different one: your own skill and experience do not belong to your employer. One firm states that whatever an employee picks up on the job, and carries away as part of what they now know how to do, is theirs to earn a living with once the job ends. The Court of Final Appeal is cited to the same effect — a firm's case note on PCCW-HKT Telephone Ltd & Anor v David Matthew McDonald Aitken & Anor (FACV 27 of 2008, [2009] 2 HKLRD 274) reports that once employment is over the relief available reaches only the wrongful use or disclosure of trade secrets and material of comparable sensitivity, and that a former employer cannot stop someone putting their own accumulated skill and knowledge to work for themselves and for whoever hires them next. The same note reports a further principle: as a rule a court will not fence off an area of work at all, unless the fence comes from a covenant that has itself survived the reasonableness test.

In other words: to restrain competition as such, the covenant is the route, and it is the route that has to pass the test. (That is not to say the employer has nothing else. The separate injunction described below under "If the clause is bad, does the employer have another route?" is aimed at misuse and at an unfair head start rather than at competition, and does not depend on your contract at all.)

"How long is lawful?" — the same number for unrelated reasons, and the same number with opposite results

*In reported Hong Kong cases, six months has been enforced twice, and twelve months has been enforced twice and refused twice — but all four of those enforcements are interlocutory injunction applications rather than final rulings that the clause is valid, and in one of them (Marsh) the note itself says the court did not examine reasonableness. A number that appears on both sides of the line is not a test.*

One comparison (compiled from published law-firm case notes):

Two qualifications travel with that table. First, Marsh is an enforcement without a holding: the reporting firm says in terms that the court did not examine reasonableness or enforceability, despite an express challenge by the former employees, and the same firm warns employers not to read the decision as signalling a general shift. One layer further, because it matters: what that note reports is the enforcement of twelve-month restrictive covenants, and it does not itemise which covenants the order covered — a non-compete, a client non-solicitation, a non-dealing and a confidentiality covenant are four different clauses. So it cannot be said that a twelve-month non-compete was enforced, and this case is not evidence about non-compete duration. Second, the two six-month enforcements reached six months by routes that share nothing: one note reports an employer proving that the life-cycles of its trading strategies ran to about six months; the other reports six months being accepted as the time needed to replace the departed employee, for a replacement to build up trade connections, and for confidential information to go out of date — three justifications in a single sentence. The same number, unrelated reasons.

What separates the granted cases from the refused ones is not a number but a kind of evidence. In the two granted cases the employer could show how long the thing it wanted to protect stayed valuable; in the two refused cases it could not — in one, the employer's account of its confidential information was described as unspecific and expressed only in broad terms, without the life cycle of each category; in the other, no evidence was adduced of confidential information with a shelf life warranting a restriction of that length.

And the formal answer to "how long" is not a number at all, it is a gradient. The principle the firms report is that the further a restraint runs in time and the more ground it covers, the heavier the employer's task of showing it defensible becomes. That is not a threshold. It is a rising evidential cost.

What an over-wide clause actually looks like. The firm that acted for the successful employee in one case describes the clause it defeated: twelve months, no geographic limitation whatever, reaching all work done across a five-year employment, and extending to holding more than a tenth of the equity of a competitor and to acting as a director, consultant or adviser. The same note records that the employee's role at the former employer had been limited to Asia while the new role was global.

And the case closest to an ordinary employee failed at the first limb, not on duration. A firm reports a District Court case (Moxie Communications Ltd v Lai Cheuk Lok [2024] HKDC 1323) in which a public relations assistant who joined in 2014 shortly after graduating, on a monthly salary of HK$10,000, was held to a covenant that shut her out of any other agency in the same line of work for two years. The note reports that the court observed she had come straight out of university into a junior post, making it improbable that she had been let near the company's trade secrets or had built the sort of hold over its clients that could carry restrictions of that size; and that the court, finding the company had levelled accusations with nothing behind them and had leaned on her improperly, ordered costs in her favour on the indemnity basis.

When is it judged? At the date of the contract. The principle the firms report is that reasonableness is assessed at the time the contract was made. But the naive form of that rule is wrong: the same note reports that it does not follow that later events are irrelevant — the key is what the parties intended or contemplated when they contracted, and later events can be evidence of that. Two counter-intuitive consequences:

• The clause does not grow with the job. One firm's published note says covenants are interpreted as at the date of the contract and recommends employer review when promotion gives an employee access to more confidential information.
• Which contract is being assessed therefore becomes a live question — sharply so for a covenant first produced after you have resigned.

Finally, the closest thing in the whole topic to a number is about a different clause. A firm cites Cantor Fitzgerald Europe v Boyer ([2012] HKCU 478) for the proposition that once a non-solicitation or non-dealing covenant runs past six months, the employer must come with pointed and weighty evidence tying the restraint to a business interest it is entitled to protect. It concerns a non-solicitation covenant, not a non-compete.

What happens if it is drafted too wide? The court deletes; it will not redraft

An over-wide clause is not read down. For the employer the risk is not that a court will trim it but that a court can only cut: what can be struck out is struck out and what is left may still stand, while a clause from which nothing can be cleanly struck falls whole. For the employee the width of the clause is an argument rather than a problem.

The blue-pencil test as the firms state it: the offending part must be capable of being crossed out with a blue pencil so that the remainder is reasonable, readable and able to stand alone; it is not the court's function to redraft covenants for the parties, and the court will not imply a term to save one. The same passage cites two Hong Kong authorities — Kao, Lee & Yip (A Firm) v John Richard Edwards ([1994] 1 HKLR 232) and Midland Business Management Ltd & Anor v Lo Man Kui (No 2) ([2011] 2 HKLRD 667). Another firm gives the lay illustration: where a restraint covers "Hong Kong, Singapore and Malaysia", a court may strike out Singapore and keep the other two — but it will not turn 12 months into 6.

Why? Because a power to rewrite is something a legislature grants. In Tillman v Egon Zehnder Ltd ([2019] UKSC 32, on appeal from England and Wales) the UK Supreme Court observed that if a court were ever to be handed the job of redrafting a restraint into a reasonable one, that hand-over would have to come from Parliament rather than from the courts themselves. Hong Kong has not legislated one: no Hong Kong Ordinance gives a court power to rewrite an over-wide restraint.

*Has a Hong Kong court adopted Tillman? A Hong Kong firm predicted on 31 October 2019 that it would be followed and adopted here in the near future. Tillman did not create the no-rewriting rule, so a Hong Kong court restating that rule does not by itself show that Tillman* has been adopted.

A Hong Kong judgment after trial: Re Cobo Asia Ltd and the three covenants it decided

The cases above come from firm case notes. What follows is a Hong Kong decision on the merits after trial. Re Cobo Asia Ltd, [2026] HKCFI 2696, Linda Chan J, Court of First Instance — five consolidated proceedings (HCMP 362/2021, HCA 835/2022, HCA 1524/2022 and HCA 87 and 908/2022), heard over ten days on 5-7, 10-14, 17 and 28 November 2025, judgment 12 May 2026. This is not an interlocutory injunction application. There was a trial, there was cross-examination, and the covenants were ruled on.

The setting matters and is stated first, because it limits everything that follows. This was a Sino-Italian joint venture gone wrong, not an ordinary employment dispute. Cobo SPA (Italy) held 60% of Cobo Asia Ltd and ECT held 40%; Mr Liang controlled ECT and was also the company's general manager. A 2014 restructuring produced a bundle of agreements at once — a letter of intent, two labour contracts, a Non-Competition, Non-Solicitation and Confidentiality Agreement ("NCA"), sales, trademark and know-how agreements, a shareholders agreement ("SHA") and a concluding agreement (¶22). Three separate restraints came out of that bundle, they bound different people, and the court struck each down for a different reason.

Covenant one — article 8.1 of the Labour Contract of 4 July 2014. This is the employment covenant, and it is the only one of the three that is. Parties: Mr Liang personally and Cobo Asia Ltd. Duration: two years after the employment ends. Restricted activity: engaging, personally or through any company, directly or indirectly, in any business in competition or in conflict with the company, Cobo SPA, or any company controlled or invested in by Cobo SPA (¶22). Geography: the clause as pleaded carried none — that is part of why it failed. Interest asserted: confidential client information, client contact, financial data and technical trade secrets (¶155). Held: an unreasonable restraint of trade, void and unenforceable (¶162).

Five reasons, and they are separable. First, on duration (¶151):

and the judgment then gives the yardstick it is measuring against, quoting Reyes J:

This judgment is consistent with the duration table above: the quoted observation concerns a non-solicitation clause, and what was actually held void here was a two-year non-compete without compensation. It shows that the "how long" question is answered against a baseline, not against a safe number.

Second, the covenant reached beyond the employer (¶152):

Third, width (¶153):

Fourth, the restraint was redundant against an existing clause (¶157):

Fifth, the employee's own expertise (¶159):

And on severance, the point the section above is about: the employer argued in the alternative that "any reference to Cobo SPA can be excluded by way of blue pencil test if necessary" (¶155). The court did not do it. It held article 8.1 void as a whole and never reached the blue pencil. The court did not need to decide whether the blue pencil was available.

Covenant two — article 1 of the NCA. Not an employment covenant at all. Parties: Cobo SPA and ECT, two companies. Duration: while ECT remained a shareholder, plus two years after it ceased to be one. Geography: Hong Kong and Mainland China — the only one of the three with an express territory. Restricted activity: engaging in the same or similar business, divulging confidential information, and soliciting staff or advisers (¶22). Held: unenforceable for want of consideration (¶171) —

— because no consideration was recorded in the agreement, all the obligations ran one way, and the EUR 70,000 paid to ECT and Mr Liang was found on the evidence to be compensation for giving up equity in the mainland subsidiary rather than the price of the covenant (¶¶172-175). The restraint points were then decided in the alternative (¶176):

Covenant three — articles 9.3 and 10.2 of the SHA. Also not employment covenants, and they failed for three different reasons at once (¶177). They purported to stop any director, substitute director or general manager appointed by ECT from competing. First, privity:

Second, no legitimate interest:

Third, they were spent in time anyway — that is, not breached rather than invalid:

So the tally is four distinct dispositions, which must be kept analytically separate: article 8.1 — void as an unreasonable restraint; the NCA — unenforceable for want of consideration, and void as a restraint in the alternative; the SHA covenants — not binding on the individuals at all and, separately, temporally exhausted; and, running underneath all of it, the court also held that the competing activities were not proved to have been directed by or attributable to Mr Liang or ECT (¶¶178-185), so on the facts nothing was breached either.

Limits on applying this case to an ordinary employee:

• Two of the three restraints are not employment covenants. They bind a corporate shareholder in a joint venture. If you are an employee reading this, only article 8.1 is about your situation.
• The NCA fell on consideration — a contract-formation point that arises because a separate agreement was signed by a company for no recorded price. In an ordinary employment contract the employment itself is normally the consideration, so that route is not available to most readers in either direction.
• The SHA covenants fell on privity — the people restrained had not signed. That does not arise where the employee signs their own contract.
• Much of the reasoning is pleading-driven. The court held it was not open to the employer to rely on the Labour Contract at all because the pleadings never said which terms were breached (¶149), rejected an unpleaded case about competing products (¶183), and rejected attribution of other mainland companies' activities because it had not been pleaded (¶¶179, 180, 182). A differently pleaded case is a different case, and none of this is a rule about clauses.
• This is a Court of First Instance decision. It does not bind another Court of First Instance judge, so it does not settle the law.
• It decides no reader's clause. Article 8.1 was two years, uncompensated, undefined as to territory and extended to a whole corporate group; a different clause can produce a different result.

You expect a trial — there is probably no trial

A six- or twelve-month restraint usually expires before a case could be listed for trial. So what decides it is one fast interlocutory hearing on affidavit evidence.

The power, High Court Ordinance (Cap. 4) s.21L (section heading: Injunction and receiver):

How it is applied for, Rules of the High Court (Cap. 4A) Order 29 rule 1:

In plain terms: ordinarily the writ comes first; but in an urgent case the employer can apply before the writ is issued, without notice, on an affidavit — and the court, if it grants relief, can require the writ to follow. That is what "speed" looks like in the rules. Subsection (2) is not decoration either: the undertaking as to damages an employer usually has to give in these applications enters through its "terms and conditions".

And that skeleton is the Court of First Instance's. The District Court has its own: District Court Ordinance (Cap. 336) s.52B(1) confers the injunction power, subject to the subject-matter ceilings in s.52(1) — matters affecting movable property, including money and choses in action, where the amount or value does not exceed $3,000,000, with a corresponding ceiling in contract matters — and its procedure is the Rules of the District Court (Cap. 336H), not the Rules of the High Court quoted above. The HK$630 filing fee in the next section is the District Court's; HK$1,045 is the Court of First Instance's.

And the limitation statute does not help. Limitation Ordinance (Cap. 347) s.4(1)(a) gives six years for actions founded on simple contract; s.4(7) then provides:

Six years governs a damages claim; nothing sets a statutory clock on the injunction. What governs it instead is delay — and in the firm case notes, delay has bitten.

There are two hearings, not one. The notes only make sense once the interim-interim application is separated from the interlocutory injunction, because the thresholds differ. One firm reports that a court would not apply the strict merits threshold at the interim-interim stage, but that if it took the provisional view that there was not even a serious issue to be tried, there would be a risk of injustice in granting interim-interim relief.

The clearest demonstration is the same set of covenants, refused and then granted, fourteen days apart. Two notes — one written by the chambers that acted for the plaintiff — describe a hearing on 11 April 2025 at which the court declined to grant interim-interim relief, and an expedited substantive hearing on 25 April 2025 at which an injunction was granted running to the covenants' own expiry. What the notes say changed was the evidence: despite repeated requests, the defendant produced no contractual document showing a binding arrangement with the third party over the event in question; and the notes record reasoning that the defendant had voluntarily accepted the covenants and that justice required the parties to be held to their bargain so far as possible. That case carries two neutral citations ([2025] HKCFI 1663 and [2025] HKCFI 1769).

Why the threshold rises: arithmetic. One firm reports that where a twelve-month restriction would run out in April 2026 and no trial could realistically be heard before then, the court recognised that an injunction would in practice hand the plaintiff everything a trial would have handed it — so the employer had to show more than a serious issue to be tried: it had to show good prospects of success, or better prospects than the employee.

Speed, on the one case that can be timed: resignation in June 2024; interim-interim hearing 11 April 2025; expedited substantive hearing 25 April 2025; injunction granted to the covenants' own expiry in early June 2025. From contest to outcome, a fortnight — in one case, which is not presented as typical.

Delay features in four of the reported cases. One note describes an employer that had a clear signal on 22 February that no resolution was possible and did not apply until the end of March, and treats that as delay; another describes an unexplained gap of four to six weeks as material delay; another reports that an unexplained three-week delay defeated a non-compete injunction while a non-solicitation injunction was granted for a year (AB Club Ltd & Anors v Chan Yin Ki Cubie & Anors [2020] HKCFI 2769); in the fourth, delay was alleged and rejected.

And one thing a reader with an offer in hand will want to know: in reported cases, there are cases in which the new employer was joined as a defendant — one note says in terms that the application was brought against the employee and against his new employer. That is not a general pattern. Who is named depends on the causes of action pleaded and the evidence.

A solicitor's letter is not a court order (see Responding to a solicitor's letter ) — but in an urgent case the employer can apply for an injunction before the writ is issued, and that is the step that would immediately restrict you.

Go to the Labour Department? And the Labour Tribunal? Separate the remedy from the claim

The Labour Tribunal's jurisdiction is drawn by the paragraphs of its own Schedule — and none of the seven live paragraphs is an injunction to enforce a covenant. The order an employer normally wants cannot be had there. That is a conclusion about the remedy, not about the whole dispute. Paragraph 1 covers a claim for a sum of money, expressly including an unliquidated one, arising from the breach of a term of a contract of employment; the one paragraph that removes jurisdiction, paragraph 3, removes causes of action founded in tort. So on the face of the Schedule a claim for damages for breach of a post-termination covenant falls inside paragraph 1(a). Which forum hears which part of a dispute turns on the cause of action pleaded and the relief sought, not on the label "non-compete".

Labour Tribunal Ordinance (Cap. 25) s.7 (section heading: Jurisdiction of tribunal):

And the Schedule opens, with its first subparagraph:

The opening words are the lead-in; paragraph 1(a) is the operative limb. An unliquidated sum is damages under another name, and "a term, whether express or implied" expressly includes an express one. The only paragraph that takes jurisdiction away is paragraph 3:

Paragraph 3 removes causes of action founded in tort, not contractual claims. So on the face of the Schedule a claim for damages for breach of a post-termination covenant is a paragraph 1(a) claim; what the tribunal cannot give is the injunction, not the hearing.

But the Schedule does not stop at paragraph 1. It has nine numbered paragraphs, of which 8 and 9 are repealed and seven are live: paragraph 1, the money claim; paragraph 2, a claim for contribution under s.26(2); paragraph 3, which takes tort causes of action out; paragraphs 4 and 5, each framed as "Any question as to—" severance-payment rights and Part IXA wage rights; paragraph 6, claims transferred in from the Minor Employment Claims Adjudication Board or the Small Claims Tribunal. And paragraph 7 is not a sum of money:

Part VIA remedies include reinstatement and re-engagement — the orders in Cap. 57 s.32N, which direct an employer to do something rather than to pay. And s.32N(3B) provides that where an employee is dismissed in any of the circumstances in s.32A(1)(c), even though only the employee expresses agreement, the tribunal must make a reinstatement or re-engagement order if it finds that doing so is reasonably practicable. So the tribunal does hold a coercive non-monetary order.

The conclusion still holds: none of the seven live paragraphs is an injunction to enforce a post-termination covenant. (Paragraph 1 of the Schedule expressly covers a sum "whether liquidated or unliquidated", which includes damages.)

And "no lawyers" does not mean that self-representation is compulsory. Section 23(1) lists six classes with a right of audience, and one of them matters here:

So an office bearer of a registered trade union may, with the tribunal's leave, appear as your written-authorised representative. It is s.23(2) that shuts lawyers out:

The Judiciary's page describes the same arrangement from the other side, and its own sentence carries the exception: it says who has a right of audience is set out in s.23, that union representatives aside, a party is generally expected to come to court in person to run the proceedings, and that while a lawyer may not represent a party at the hearing, one may sit in the public gallery and watch. The same page describes the forum as a fast, low-cost place for resolving money disputes between staff and employers without formality.

These provisions are coherent with one another, not a stack of obstacles. The Schedule draws a set of claims, not a relationship; a forum designed to be quick, informal and cheap does not need lawyers, though it has room for a union representative; and the Legal Aid Ordinance (Cap. 91) Schedule 2 Part 2 item 10, which excepts Labour Tribunal proceedings from ordinary legal aid, follows from that, because aid pays for representation and a lawyer cannot appear there anyway. So the reader's problem is not that they were shut out of the tribunal. The relief they fear — an injunction — is not among the Schedule's seven paragraphs; a claim for damages for breach of the same covenant is, on the face of paragraph 1(a). The two must be kept apart: "no injunction here" does not carry "none of this dispute is here".

The Labour Department cannot rule that your clause is valid or invalid, and cannot grant an injunction — the legislation gives it no such power. Its labour-relations conciliation service can help both sides reach an outcome they accept, but conciliation is not a ruling on who is right and cannot produce an injunction. (For what the tribunal does handle, see The Labour Tribunal in Hong Kong .)

What does it cost, and who can help?

Starting the action costs the employer HK$630 in the District Court or HK$1,045 in the Court of First Instance. What is expensive is everything after that, and none of it is a published price — so the barrier to being sued is not the court's fee.

• HK$630 — District Court (Fees) Rules (Cap. 336C), Schedule Part 1 item 1 (L.N. 83 of 2021), on sealing a writ or originating summons.
• HK$1,045 — High Court Fees Rules (Cap. 4D), First Schedule item 1 (L.N. 58 of 2025), on the same step.
• Item 23 in each schedule prices the sealing of an injunction order undertaken before commencement of a cause — the fee schedules' own acknowledgment of the pre-writ route described above.
• The Labour Tribunal's filing fees run HK$20 / 30 / 40 / 50 by claim amount, set in the Labour Tribunal (Fees) Rules (Cap. 25B), Schedule item 1; the power to reduce, remit or defer a scheduled fee belongs to the registrar under Cap. 25B r.4.

Legal aid is available in principle in the District Court and the Court of First Instance, and expressly excepted in the tribunal. Legal Aid Ordinance (Cap. 91) s.5(1):

Section 7(a) empowers the Legislative Council by resolution to amend the financial-resources amounts in s.5 and in s.5A (most recently amended by L.N. 29 of 2026). Schedule 2 Part 1 covers civil proceedings in the Court of Final Appeal, the Court of Appeal, the Court of First Instance and the District Court; Part 2 item 10 excepts Labour Tribunal proceedings.

And the Supplementary Legal Aid Scheme is not a fallback here. Section 5A extends aid to those whose financial resources exceed $452,320 but do not exceed $2,261,600 — a figure moved by the same s.7(a)(ii) resolution power — but only for proceedings in Part 1 of Schedule 3. Its heads are personal injury and death, employees' compensation and professional negligence of specified classes. It reaches the employment relationship at two points, not one — Part 1 item 3, a District Court claim under the Employees' Compensation Ordinance (Cap. 282) brought in the capacity of an employee, and item 8, an appeal from the Labour Tribunal to a higher court — but both are money claims. Neither is the covenant claim.

Free advice: one conversation, and shallower than your question. The Duty Lawyer Service describes its Free Legal Advice Scheme as a single first-look session, on a civil or a criminal problem, meant to leave a member of the public with a sense of where they stand in law; its volunteer lawyers are not asked to work through the rights and wrongs of a case or to hand over a finished answer, and the scheme carries no follow-up and no representation. The body runs four schemes in all and none of them is civil representation.

So there are broadly three routes: one free preliminary appointment with no means test; legal aid for a District Court or CFI action, below the means limit and subject to merits; or pay a solicitor. "Is my clause enforceable" is a merits question, and the free advice scheme offers only a one-off preliminary view.

(For the full picture see Court and tribunal fees in Hong Kong and Legal aid eligibility .)

Do you get paid during the "cooling-off" period? Garden leave, payment in lieu, and compensation

No Hong Kong provision requires an employer to pay during a restricted period — that is another jurisdiction's system. But the Employment Ordinance contains one provision that makes garden leave (園藝假) a weaker tool here than in England, and it is the only real statutory chain in this topic.

Employment Ordinance (Cap. 57) s.7 (section heading: Termination of contract by payment in lieu of notice). Subsection (1) is a definition, not an operative rule — it defines "wages" for subsections (1A) to (1C). The right sits in (1A):

The same section carries subsection (2), and that is the one that actually governs someone already sitting out a notice period:

Either party — including the employee — may end the contract by paying in lieu; and a party who has given proper notice may still cut it short afterwards on a pro-rata payment. That is a right the Ordinance confers. And s.70, quoted above, voids any term purporting to extinguish or reduce a right the Ordinance confers on the employee.

But the chain has three limits. First, (1A) opens "Subject to sections 15 and 33", and those two sections must be read with the right. Second, the provision is expressed as "by agreeing to pay" — it does not say whether a unilateral tender of a payment engages it. Third, the section immediately after it says in terms that the right can be waived, Cap. 57 s.8 (section heading: Saving of rights):

Section 8 provides that nothing in s.6 or s.7 is to be taken to prevent a party waiving that right at the time notice is required. A right that can be given up at the moment it arises is not the same thing as a right no contract may touch — and whether s.70 bites on a garden-leave clause turns on exactly that.

This site's reading: a garden-leave clause, so far as it purports to stop an employee ending the contract under s.7, may be exposed to s.70 in a way that a post-termination non-compete is not — because nothing in the Ordinance gives anyone a right to go and compete once they have left. No court has ruled on this point, and s.8 must be considered alongside it.

A Hong Kong firm reached the same conclusion in 2009, putting it as follows: s.7 of the Employment Ordinance allows a departing employee lawfully to terminate by making a payment in lieu of notice; that statutory right cannot be overridden by any contractual term, including a garden-leave provision; so once a departing employee agrees to pay in lieu, the court is unlikely to make an order tying him down through a garden-leave period, and garden leave is therefore a less powerful tool here. The garden-leave authorities it cites are English — William Hill Organisation v Tucker ([1998] IRLR 313) and Symbian Ltd v Christensen ([2001] IRLR 77) — which it says are not strictly binding in Hong Kong.

So garden leave in Hong Kong rests mainly on the contract and on English persuasive authority, and has to be read with s.7 of the Employment Ordinance.

Two practical points:

• A court assessing reasonableness may count garden leave. A firm states that once an employee has been placed on garden leave and is doing nothing for the business any more, a court may take that period into account when deciding whether the total restraint is reasonable. A post-termination restriction usually runs from the date the employment contract ends — that is, after garden leave — so a six-month post-termination clause combined with garden leave may in practice restrain the employee for the notice period plus six months, and the longer the total, the harder it is to justify.
• Being paid does not make a clause reasonable. One firm reports a case in which the employer undertook to keep paying the employee's basic salary through the six-month restraint; the court saw no threat to the employee's livelihood if an injunction were granted, and considered that any loss could be compensated in money — so payment weakened the employee's argument against an injunction rather than making the clause reasonable. Another firm notes that a court may be more inclined to treat a restraint as reasonable where the employee is adequately compensated. Compensation can be one factor, but it does not automatically make a covenant reasonable.

"If the company does not pay, the clause automatically falls away" is not a Hong Kong rule — it is the Mainland system, covered in the next section.

Does the Competition Ordinance help? The Commission has answered twice, and differently

The official document that attaches conditions to the duration of a non-compete comes from the Competition Commission — and its answer is not "the Competition Ordinance has nothing to do with this". It is a qualified "probably not", with two exceptions.

In its public FAQ, the Commission takes the reader's own question in both languages: an employment contract restricts me from joining competing companies for six months after termination — does that contravene the Competition Ordinance? The answer is conditional rather than exclusionary: where an employer puts such a clause in on its own initiative, the Commission's position is that market competition is not likely to suffer — but it attaches two escapes, a restriction that runs on too long, and one reaching expertise of which very little is to be had. It also stresses that this reasoning holds only if the restriction is the employer's own independent decision. The same answer also notes: in the employment setting, harm to competition does become likely where rival employers share or settle between them the terms on which their staff are engaged — which is the hinge, a clause imposed one-sidedly is an employment-law question while the same restriction agreed among employers is a First Conduct Rule question. The answer closes by noting that competition law is not the only law over such clauses, that employment law reaches them too, and that an employer or employee troubled by one should consider taking legal advice.

Note what that is not. It is not "this has nothing to do with competition law". So it cannot be said that competition law has nothing to do with a non-compete.

And what keeps an employment covenant outside the First Conduct Rule is not the shape of s.6(1) — it is the definition in s.2(1). Competition Ordinance (Cap. 619) s.6(1):

It does not say "between undertakings". It prohibits an undertaking from making an agreement — and the Chinese text confirms it independently, reading 任何業務實體. So an argument that the rule only ever reaches agreements between undertakings is wrong. But the Ordinance's wording has not finished: s.2(1) defines the term the whole prohibition hangs on.

That definition is the Ordinance's wording, and whether an employee under a contract of employment is an entity engaged in economic activity is a question answered on it. So the accurate statement is not that the Ordinance's words do no work; it is that s.6(1) imposes no "between undertakings" limit while the definitional gate sits in s.2(1). What applies that gate is the Commission's Guideline on the First Conduct Rule, at paragraph 2.18, whose position is that a worker is not itself an undertaking, and that when a workforce and its employer discuss or settle pay and other terms of the job they do so inside a single economic unit, which puts the exercise beyond the rule's reach. Paragraph 2.18 is the Commission's reading of s.2(1), not a substitute for it.

The two answers come from different angles. Paragraph 2.18 gives a scope answer — outside the rule, enquiry over. The FAQ gives an effects answer — probably no damage to competition, unless — which presupposes the rule could bite. They are not necessarily inconsistent (a post-termination restraint is not self-evidently a "working condition"). For a reader's question, the FAQ answer is the more directly relevant.

The Guideline's legal weight is not a matter of impression: the Ordinance fixes it. Cap. 619 s.35:

So: not law, no liability from contravention alone, not subsidiary legislation — and admissible in evidence and available to either party. That is more accurate than either "the regulator has ruled" or "it is only guidance". And an Advisory Bulletin does not even have that status, because s.35 governs guidelines.

The document a reader is likely to land on instead is about something else entirely. The Advisory Bulletin of 9 April 2018, end to end, never mentions a non-compete, the restraint-of-trade doctrine, a restrictive covenant, garden leave or a court. It is horizontal — about agreements between employers not to poach one another's staff or to fix terms. It is not about your contract.

And at the level of the Ordinance itself, nothing touches it. Cap. 619 Schedule 1 (General Exclusions from Conduct Rules) contains six sections: agreements enhancing overall economic efficiency; compliance with legal requirements; services of general economic interest; mergers; agreements of lesser significance; conduct of lesser significance. It says nothing about employees, workers, staff, labour, covenants, restraint, contracts of employment or trade unions. That is a statement about the Ordinance and its Schedule, not about the state of subsidiary exemptions today — s.31 gives the Chief Executive in Council a standing power to exempt a class of agreement by order published in the Gazette, and s.15 gives the Commission a block-exemption power, and such orders are published in the Gazette rather than in the Ordinance.

Every number you found online belongs to another legal system

Every sentence in this section is labelled by jurisdiction, because none of the three numbers you have probably already met — six months, two years, five years — is Hong Kong law: the first is a claim circulating online, the second is Mainland Chinese legislation, and the third is an EU distribution regulation.

Number one: "six months is fine". Hong Kong legislation contains no such number, and in the table above six months was enforced twice while twelve months was enforced twice and refused twice — all four enforcements interlocutory. A number that turns up on both sides of a table is not a line.

Number two: the Mainland system — labelled PEOPLE'S REPUBLIC OF CHINA, and not applicable in Hong Kong. Under PRC law, such a term may be agreed only with senior management, senior technical staff or staff with a confidentiality duty; the employer must pay monthly compensation throughout the restricted period for the term to hold; the restriction may not exceed two years from the end of employment; and where no amount was agreed, the monthly default is three tenths of the employee's average monthly pay over the preceding twelve months.

And this is where it is most dangerous, because a reader carrying that model is wrong in the reassuring direction. They expect a two-year ceiling — Hong Kong has none. They expect to be paid as the price of being bound — Hong Kong imposes no such condition on anyone (in the reported case above the employer did keep paying, but that appears as one differing fact in a case that was granted, not as a precondition). They expect release when payment stops — in Hong Kong there is no payment to stop. Every one of those expectations makes a Hong Kong clause look weaker than it is.

Number three: five years — and it really does sit inside a Hong Kong Government document. Across the entire legislative record of Hong Kong competition law, the only place the phrase "non-compete" appears next to a number is a footnote in the Government's 2008 public consultation paper, in a passage describing the conditions of a block exemption, requiring that any "non-compete" terms do not exceed five years — footnoted to a European Commission Regulation on vertical agreements. Every part of that is someone else's law about something else: it is EU law; it concerns distribution agreements between businesses, so the non-compete binds a distributor rather than a person; it described one option the Government was weighing; and the option was not taken — the Bills Committee refused a vertical-agreements exclusion and no five-year figure appears anywhere in the Ordinance as enacted (its Schedule 1's six sections are enumerated above). Hong Kong has no five-year rule.

Finally, a comparison. The UK Government announced on 10 May 2023 that it would introduce a three-month statutory limit on non-compete clauses in England, Wales and Scotland, but no legislation followed.

So common-law systems generally have no statutory cap; the Mainland, which has one, is not a common-law system.

When the UK Government considered a statutory cap, it also noted that a cap may come to be treated as the industry standard, so that anything below it is assumed reasonable — while the common-law test would continue to apply underneath it. A cap does not make the reasonableness test disappear.

If the clause is bad, does the employer have another route?

Yes, and it does not depend on your contract at all.

A firm has described a separate form of injunction, aimed at taking away or cutting down the head start a former employee has won for themselves by acting unlawfully. Among the principles the same publication lists: it is refused where a money award would put things right, and the applicant carries the burden of setting out exactly what the advantage consists of and how long it lasts — an advantage that would soon evaporate is not enough.

It turns on misuse, not on competition — so even if the clause is unenforceable, an employee who moves can still be restrained. The authority commonly cited is the English case QBE Management Services (UK) Ltd v Dymoke ([2012] IRLR 458).

Hong Kong case law is not settled

The two leading decisions reach opposite results. Both are Court of First Instance decisions, neither binds the other, three years apart, on materially similar arguments, with opposite results. The firm that acted for the successful employee in the later one publishes its view that the judge did not refer to the earlier case at all, was clearly not persuaded by arguments based on it, and that it is unlikely to be followed in future — that is the winning side's opinion, not the law. And the most recent reported decision, reported as enforcing twelve-month restrictive covenants, did not on its own reporting firm's account examine reasonableness at all, and that note does not say which covenants the order covered — so it cannot be cited for the proposition that twelve months is reasonable in Hong Kong.