A Relations Clause in a Settlement Agreement: What Are the Consequences for You

Does your settlement agreement (VSO) contain a non-solicitation clause? Below you can read what a non-solicitation clause means and how to negotiate it out of your VSO.

Does your settlement agreement contain a non-solicitation clause, or does your employer wish to include such a clause? If so, it is wise to know exactly where you stand. A non-solicitation clause can have far-reaching consequences for your freedom in the labour market after your dismissal. In this article you can read what a non-solicitation clause entails, when it is valid, and how, during the negotiations over a settlement agreement het beste kunt handelen.

What exactly is a relations clause

A relations clause is an agreement in the employment contract that prohibits you, as an employee, from maintaining business contacts with relations of your (former) employer after the end of your employment. This includes customers, suppliers or other regular business partners. The purpose is to prevent you from using your employer's established network for your own benefit or for a new employer after you leave.

A relations clause is less far-reaching than a non-compete clause: in principle you are permitted to join a competitor, as long as you do not maintain contact with the specified relations. Nevertheless, some relations clauses are worded so broadly that in practice they can be almost equally restrictive.

Legal basis and conditions for validity

There is no separate statutory provision for the relations clause. In case law it is regarded as a special form of a non-compete clause, which means it falls under Article 7:653 of the Dutch Civil Code. This means the following conditions apply for validity:

• The clause must have been agreed in writing with an employee who has reached the age of majority.
• For an open-ended employment contract, a clear written record will suffice in most cases.
• In a fixed-term contract, a relations clause is only permitted if the employer sets out in writing, with specific reasons, that compelling business interests require it. If that justification is absent, the clause is void.
• The wording must be reasonable and proportionate: a clause that is drafted too broadly, such that the employee cannot even know who falls under 'relations', may be moderated or partially suspended by the court.

Recent case law confirms this: in 2025 a subdistrict court partially suspended a relations clause because the employee could not practically have known which relations of an employer with multiple locations spread across the Netherlands fell within the scope of the clause.

What changes when a settlement agreement is concluded

When employment ends by mutual consent, the relations clause plays a particular role. Broadly speaking, three situations are possible: the clause continues to apply unchanged, it is expressly restricted or removed in the settlement agreement, or uncertainty arises as a result of a full and final settlement clause.

A point that deserves special attention is the situation in which a relations clause in the employment contract may have been (partially) void, yet is included again in the settlement agreement. By explicitly including that clause in the settlement agreement and agreeing to it, it may still become legally valid. The court may find that you have agreed to the clause afresh, even if it was not valid in the original employment contract. This applies even in the case of fixed-term contracts where a relations clause would not normally be permitted.

If the settlement agreement contains a full and final settlement clause but the relations clause is not expressly maintained in it, this may work in your favour, although the court will always look at the intention of both parties. The conclusion is: never leave this to chance.

Gevolgen van overtreding

If you do not comply with a valid relations clause, this can have significant financial consequences. A relations clause is usually linked to a penalty clause. That penalty must be reasonable: if the penalty is excessively high, the court can reduce it. Nevertheless, the risk remains real that you will have to pay a substantial sum if you breach the clause. In addition, your former employer can seek enforcement of the clause through summary proceedings.

Even if the relations clause has lapsed entirely under the settlement agreement, you are not entirely free. Systematically and deliberately approaching your former employer's customers with the aim of harming him may still be regarded as unlawful competition under statute.

How to negotiate the non-solicitation clause in the settlement agreement

Negotiating the settlement agreement is the right moment to address the non-solicitation clause. Practical tips:

• First, check the employment contract: was the non-solicitation clause validly agreed in that contract? In the case of a fixed-term contract without a valid statement of reasons, the clause may already be void.
• Ask for a client list: expressly ask the employer for a list of the clients and contacts covered by the clause. That way you know exactly where you stand and you limit the risk of the clause being drawn too broadly.
• Negotiate for deletion: if your contract did not contain a non-solicitation clause, be especially vigilant if the employer wishes to include one in the settlement agreement. Your negotiating position is strong in that situation.
• Always record agreements in writing: verbally agreed restrictions or exceptions are legally worthless. Make sure all agreements are included in the text of the settlement agreement.
• Pay attention to the duration and scope: a non-solicitation clause lasting more than a year, or covering an indeterminately large group of contacts, is easier to challenge than a clause with a clear and limited scope.
• Seek legal advice before signing: once signed, you are in principle bound by the agreement. Legal advice beforehand costs far less than proceedings afterwards.

When can the court intervene

Even after signing a settlement agreement, not everything is definitively settled. A court can wholly or partially set aside a non-solicitation clause if the employer cannot demonstrate a compelling interest, or if the employee is unreasonably prejudiced by the clause. Furthermore, if the termination of the employment contract is the result of seriously culpable conduct on the part of the employer, he can in principle derive no rights from the non-solicitation clause. Always have your situation assessed by a specialist to understand what your chances are.

Why Employment Lawyer Eindhoven

At Arbeidsjurist Eindhoven we know the local labour market and understand what is at stake when you receive a settlement agreement containing a non-solicitation clause in the Eindhoven or Brabant region. We critically assess whether the clause is valid at all, help you negotiate better terms, and ensure that you sign with peace of mind. Contact us without obligation for an initial consultation — so that you know exactly where you stand before you put pen to paper.

Frequently asked questions

Does a non-solicitation clause from my employment contract automatically carry over into my settlement agreement?

Not automatically. A settlement agreement must expressly state whether the non-solicitation clause remains in force. If the settlement agreement contains a full and final settlement clause without confirming the non-solicitation clause, this may result in the clause lapsing. Conversely, an originally void non-solicitation clause may become valid again if it is explicitly included in the settlement agreement. Always have this assessed by an employment lawyer.

Can my employer include a non-solicitation clause in the settlement agreement if one was not in my contract?

Yes, they can. If the employer includes a non-solicitation clause in the settlement agreement and you sign without raising an objection, the court may find that you have voluntarily agreed to it. If there is no non-solicitation clause in your employment contract, your negotiating position is strong: you can refuse to accept the clause or attach additional conditions to it.

What are the consequences if I breach the non-solicitation clause after signing the settlement agreement?

If you breach a valid non-solicitation clause, your former employer can seek enforcement through the courts and claim a contractual penalty. That penalty must be reasonable; a court can reduce an excessively high penalty. In addition, the employer can seek an injunction in summary proceedings prohibiting further contact with their clients. Make sure you know exactly what obligations you are taking on before you sign the settlement agreement.

Can I challenge a non-solicitation clause in the settlement agreement after signing?

In certain circumstances, yes. You can ask the subdistrict court to set aside the clause wholly or in part — for example, if the clause is drafted too broadly, if the employer cannot demonstrate a compelling interest, or if you are unreasonably prejudiced by the clause. If the termination of the employment was the result of seriously culpable conduct on the part of the employer, his right to rely on the clause also lapses in principle. Consult an employment lawyer for advice on this.

Is a non-solicitation clause different from a non-compete clause?

Yes. A non-compete clause prohibits you from joining a competitor or carrying out competing activities as a self-employed person after your dismissal. A non-solicitation clause is narrower in scope: you may work for a competitor, but you may not maintain business contacts with the designated relations of your former employer, such as clients or suppliers. In practice, however, broadly drafted non-solicitation clauses can be almost as restrictive as a non-compete clause.

We are happy to think along with you. For advice tailored to your situation, we would be glad to talk. No rights can be derived from the content of this page and it may contain inaccuracies.