Non-compete clauses: different rules in Slovakia and Czechia

Businesses working with suppliers, commercial agents or IT specialists in Slovakia and Czechia often use one contract template for both countries. That may prove unwise for post-termination non-competes: Slovak and Czech law may assess the same clause under different rules. Before using it, the governing law and the nature of the relationship should therefore be examined.

Slovakia: the type of contract and proportionality of the restriction are decisive

The Slovak Commercial Code, Act No. 513/1991 Zb., has an express rule only for commercial agency.

Unofficial English translation:

The contract may provide in writing that, for no longer than two years after termination, the commercial agent must not, within a specified territory or in relation to a specified group of customers in that territory, carry on for its own or another’s account the activity covered by the agency or another activity competitive with the principal’s business.

— § 672a(1) of the Commercial Code

These criteria apply directly to commercial agency. For a contract for work or another commercial relationship, the nature of the relationship, the interest being protected and the proportionality of the restriction must be assessed separately; neither the two-year ceiling nor compensation can simply be declared a universal validity requirement for every commercial non-compete.

In the dispute that later reached the Slovak Supreme Court as case 4Obdo/17/2016, the lower courts found a specific three-year restriction without a territorial limitation or compensation invalid and also refused to award the related contractual penalty. The Supreme Court, however, refused the appeal on points of law and expressly did not examine whether that assessment was correct on the merits. The case is therefore an example of the risks posed by that particular clause, not a Supreme Court ruling on the merits applicable to all commercial relationships. See our guides to commercial agents’ non-competes and non-competes agreed with self-employed contractors.

Czechia: compensation is not a validity condition

The Czech Civil Code, Act No. 89/2012 Sb., regulates non-competes generally in § 2975. According to the Czech Supreme Court (case 27 Cdo 3424/2019), the restricted activity and scope must be specified, but either a territory or a group of persons is sufficient; both are unnecessary, and an indeterminate clause is disregarded. The maximum is five years, and the Act expressly sets out the consequence of exceeding it: a longer or indefinite term does not defeat the clause, but is reduced to five years. Above all, Czech law does not require financial consideration or penalise its absence, as the Czech Supreme Court expressly stated in the same decision. However, the amount of consideration or other performance between the parties is taken into account when assessing proportionality.

The restricted party’s defence therefore focuses on proportionality between scope and necessary protection. A court may narrow, cancel or invalidate a clause that goes further than required, but only on the affected party’s application, not of its own motion. It is therefore safer to target the restriction at specific clients and business partners of the beneficiary than to frame it as a blanket ban on any activity. Commercial agency is governed by the special § 2518 of Act No. 89/2012 Sb., with a two-year ceiling similar to Slovakia; a clause agreed for a longer period is void there rather than shortened.

Shared risk: reclassification as dependent work

If the collaborator works personally, under the customer’s instructions, in its name and in a relationship of subordination, both countries may classify the relationship as dependent work. The clause may then be assessed under employment law. Slovak Labour Code § 83a requires agreement in the employment contract itself, a maximum one-year term and compensation of at least 50% of average monthly earnings for each restricted month. Czech Labour Code § 310 has the same one-year ceiling and compensation of at least half the average monthly earnings. Both regimes also allow the clause only for an employee who may acquire information or knowledge in the job whose use could cause the employer substantial harm or, in Czechia, seriously impede its activities (§ 83a(2), § 310(2)). Czech employment law does not permit contractual penalties outside non-compete clauses (§ 346d(7)). See validity of non-compete clauses for post-employment assessment.

Implications for contracts

• One template for both countries is risky. Draft under the contract’s governing law and consider where the restricted party will actually operate.
• In Slovakia, distinguish between types of relationship. For commercial agency, comply with § 672a, including its two-year ceiling. For other commercial contracts, assess the scope and justification of the restriction and the balance of the provision; a disproportionate clause also jeopardises the contractual penalty.
• In Czechia, focus on narrow scope. Compensation is optional, but on the other party’s application a court may narrow or cancel an excessive clause or declare it invalid. Define the activity and either territory or persons.
• Assess the relationship itself, not just the wording. A clause cannot rescue cooperation that is actually employment, where strict employment limits in both countries may apply.

How this will work under the new Civil Code

On 1 October 2026, the National Council of the Slovak Republic approved the new Slovak Civil Code, which will take effect on 1 July 2027. It changes the Slovak side of the comparison only partly. The Commercial Code is not being repealed, so for relationships between businesses only the implementing amendment will decide definitively. The new code takes over the commercial agent’s non-compete clause as follows:

• the maximum of two years after termination and the written form remain,
• the restriction will be tied to the territory covered by the commercial agency or to a specified group of customers in that territory,
• a court will be able to restrict a clause that restricts the agent more than the necessary protection of the principal requires; the new text no longer mentions the possibility of declaring it invalid on this ground.

Where the two-year maximum is exceeded, the new text sets out no particular consequence and, unlike the Czech rules on commercial agency, does not describe such a clause as invalid; do not therefore rely on the restriction being effective beyond two years.

The new code does not introduce a general rule for clauses in other commercial contracts, such as Czech law has in § 2975, not even for the new franchise contract. In cooperation with self-employed contractors or under a contract for work, the proportionality of the particular restriction will therefore continue to be assessed. The new Civil Code changes neither the Czech rules nor the employment law limits in the Labour Code.

Clauses in contracts concluded by 30 June 2027 will be assessed under the existing legislation even if the contract ends later. In contracts with agents concluded from 1 July 2027, define the territory of the clause to match the territory of the agency. Further changes are described in our answer on commercial agency in the new Civil Code.

Status as of 22 October 2026: the act has been approved and was signed by the President on 20 October 2026, but has not yet been promulgated in the Collection of Laws. Until 30 June 2027, the rules described above in this article apply.

Structuring the clause properly

We prepare clauses for both jurisdictions through bespoke commercial contracts and bilingual contracts, assess existing provisions through contract reviews and structure self-employed contractor relationships so client protection does not depend on an invalid clause. Send the clause for assessment before signing, or before trying to enforce it.