Discreet search · The contract

A clause you are not paid forhas a validity problem.

Q: What is an exclusivity pact and how do I get out of it?

Article 21.1 bars working for several employers where unfair competition is found or where full dedication has been agreed in exchange for express financial compensation. Article 21.3 provides the exit: where there is financial compensation for full dedication, the employee may terminate the agreement and recover freedom to work elsewhere by notifying the employer in writing thirty days in advance, losing in that case the financial compensation and any other rights tied to full dedication. It is a right set out in the statute, not a negotiation.

Q: What is a retention pact?

It is the one that binds you backwards rather than forwards. Under article 21.4, where the employee has received professional training paid for by the employer in order to launch specific projects or carry out specific work, the parties may agree that the employee remains with the company for a certain time. The agreement may not last longer than two years, must always be in writing, and if the employee leaves before the end of the period the employer is entitled to compensation for damages.

Q: Does it stop me working anywhere at all?

Article 21.2 requires the employer to have an actual industrial or commercial interest in the pact. That requirement is tied to the company's specific activity, not to a person's entire professional life. A clause drafted so broadly that it prevents any employment at all is precisely the kind worth reviewing with a lawyer before signing rather than after leaving.

A non-compete can shape which companies you may approach once you leave, which is why it is worth reading on the day you join. Article 21.2 of the Spanish Workers' Statute sets two requirements for that pact to be valid, and one of them is that you are paid for it. What this page does is separate four different clauses that people routinely confuse.

Two requirements and article 21.2 says the pact is valid only «if» both «are met»

Four separate pacts, each cited to its article. If you are also still employed, the sister piece is searching without your employer knowing.

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The premise

It is not one clause:it is four, and they differ.

When somebody says «I've signed a non-compete», they are almost always talking about one of four different things, with different time limits, different prices and different consequences. Confusing them leads to two symmetrical mistakes: turning down a job over a clause that did not require it, or accepting one believing nothing happens when something did.

All four live in the same article of the Workers' Statute, article 21: exclusivity (while you work there), post-contractual non-compete (once you have gone), release from exclusivity (the way out of the first) and retention (the one that binds you backwards if they paid for your training).

And there is a fifth piece that is not a pact but a duty, and that operates even if you signed nothing: article 5.d includes among the employee's basic duties «not to compete with the company's activity on the terms set by this law».

The pact that costs the most is the one signed on day one, when the situation it will apply to does not yet exist.

It is also when it negotiates best, because that is when the company wants you inside. It can still be discussed later — there are subsequent agreements and negotiated exits — but from a weaker position.

One by one

The four pactsand what the statute says about each.

The quoted passages are our translation of article 21 of the Spanish Workers' Statute as it stands in the BOE consolidated text; the official version is in Spanish. If a statement on this page cannot be supported by one of them, it is put in conditional terms or it is not here.

Exclusivity — while you are still inside

Article 21.1: «an employee may not provide services to several employers where unfair competition is found or where full dedication has been agreed in exchange for express financial compensation, on the terms agreed to that effect». Note the two parts: unfair competition operates on its own, with no pact; full dedication exists only where there is express financial compensation. If that item does not appear on your payslip, the first question is what you are giving up and for what.

Post-contractual non-compete — the expensive one

Article 21.2: the pact for after the contract ends «may not last longer than two years for technical staff and six months for other employees, and shall be valid only if the following requirements are met: a) that the employer has an actual industrial or commercial interest in it; b) that the employee is paid adequate financial compensation». The governing word is «met»: both are needed, not one.

The way out of exclusivity

Article 21.3: «where there is financial compensation for full dedication, the employee may terminate the agreement and recover freedom to work in another job, notifying the employer in writing with thirty days' notice, losing in that case the financial compensation or other rights tied to full dedication». It is a mechanism set out in the statute, not a favour to be asked for: thirty days, in writing, and you give the supplement back. Plenty of people bound by this clause do not know it exists.

Retention — the one that binds backwards

Article 21.4: where the employee «has received professional training paid for by the employer in order to launch specific projects or carry out specific work, the parties may agree that the employee remains with that company for a certain time. The agreement may not last longer than two years and must always be in writing. If the employee leaves before the end of the period, the employer shall be entitled to compensation for damages». This is the one buried in the annex to the MBA they paid for.

Spanish Workers' Statute, consolidated text (Royal Legislative Decree 2/2015): BOE-A-2015-11430. This page describes the general framework and is not legal advice: if you have signed one of these pacts, review it with a Spanish employment lawyer before committing to anyone.

The case that changes

For senior management,the period is not split in two.

Senior management personnel are not governed by article 21 of the Workers' Statute but by article 8 of Royal Decree 1382/1985, which covers the same ground with concrete differences. And if you are not sure which of the two regimes is yours, that question comes before everything else: it is dealt with on the senior management page, where the definition in article 1.2 sits.

Two years, with no split between technical staff and the rest

Article 8.3 of RD 1382/1985 says the post-contractual non-compete «may not last longer than two years», without the two-years-and-six-months split that article 21.2 of the Workers' Statute makes. The two validity requirements are the same: an actual industrial or commercial interest of the employer, and adequate financial compensation for the senior executive.

Exclusivity works the other way round: it is presumed barred

Article 8.1 says senior management personnel «may not enter into other employment contracts with other companies, save with the employer's authorisation or a written agreement to the contrary». No exclusivity clause needs to be signed: the restriction comes as standard. And with it comes a qualification worth knowing: «the employer's authorisation is presumed where the link to the other entity was public and was not excluded in the special employment contract». Note that it speaks of employment contracts: a board seat is usually a different question, since article 1.3.c of the Workers' Statute excludes activity limited to merely holding the office of director.

And the retention pact carries no written time limit

Article 8.2 allows the parties to agree compensation for damages if the senior executive «leaves the job before the agreed end date» after receiving «professional training at the company's expense over a fixed period». Unlike article 21.4 of the Workers' Statute, the text of 8.2 sets no two-year cap and requires no written form: the end date is whatever was agreed, which makes that paragraph worth reading with particular care.

What it costs

Six mistakesaround these clauses.

Taking the clause at face value without checking you are paid for it

Adequate financial compensation is not an extra: article 21.2 makes it a requirement of validity alongside the employer's actual interest, and requires that both be met. A non-compete with no consideration is exactly the case the statute contemplates, and it is a lawyer's consultation that pays for itself.

Dismissing it as void without checking either

The symmetrical mistake, and just as common. Deciding on your own that «that can't be enforceable» and signing with a competitor is taking on a risk you do not control: validity or nullity is declared by a court, not by the parties. Between swallowing it whole and discarding it whole, there is half an hour of reading.

Not knowing exclusivity has an exit

Article 21.3 allows the agreement to be terminated with thirty days' written notice, giving the supplement back. It is neither case law nor interpretation: it is in the text. People who do not know it believe their clause closes the market to them until they leave, and it does not.

Forgetting the MBA they paid for three years ago

The retention pact in article 21.4 is tied to «professional training paid for by the employer», and tends to be signed in an annex nobody reads again. If you leave before the end of the period, the employer «shall be entitled to compensation for damages». It is the paper to dig out before giving a date, not after.

Confusing looking with competing

These clauses regulate providing services to another employer and competing with your company. Looking for a job is neither. What can be is taking clients, information or people with you while still on their payroll — and that line, the one in article 5.d, does not depend on any pact.

Negotiating it on the way out

The mistake that contains the others. These clauses are discussed well on the day of the offer, when the company is in a hurry to close you, and much worse on the day you leave. Not that it becomes impossible then — exits get negotiated, and a pact is sometimes lifted or shortened — but the balance of power is no longer the same.

With the paper in front of you

Three readingsbefore calling anyone.

They do not replace a lawyer. They get you to one with the questions already framed, which is what turns an expensive consultation into a short one.

Which of the four is it?

Check whether the clause speaks of while the contract lasts or after it ends. That is the boundary between the exclusivity of article 21.1 and the post-contractual non-compete of 21.2, and it changes the period, the price and the exit. An annex about paid training is a third animal: article 21.4.

Before or after leaving

Where is the money?

Look for the item in the contract and look for it in your payslips too. If the clause promises compensation that never appeared on a payslip, that is a fact you can check with documents you already hold. And if no compensation is written anywhere, that is a fact too.

Contract against payslip

What exactly does it prohibit?

Underline the scope: which activity, in what territory, for how long. The requirement of an «actual industrial or commercial interest» is tied to the employer's specific activity. A clause barring «any related activity» with no further detail is exactly the one to take for review.

Activity, territory, period

And a fourth, which is practical rather than legal: if a clause closes your sector, the work starts with knowing which other sectors your own scope opens. An industrial operations director with a logistics platform, imports and a measured service level is not locked into a sector: they are locked into how their CV is written. The free diagnostic says, job by job, what is missing from yours.

How ZenitJob handles it

If one sector closes,you need to tell the others.

ZenitJob does not review contracts or give legal opinions. What it solves is the problem that turns up straight afterwards: a CV written for one sector does not work for the one next door, and rewriting it from scratch for every application is what makes people end up sending the same one everywhere.

Base CV

Your scope, not your sector

You tell your career out loud and it comes back structured around what transfers: revenue managed, budget, headcount, countries, who you reported to. A scope travels between sectors; a product list does not.

Diagnostic

We tell you which job does not stand up

The free analysis walks the CV job by job and flags where an amount, a headcount, a geography or a year is missing. It invents no figure: it lists the ones that are not there. It is the only honest thing to do with data you have not given us.

Tailoring

One CV per posting, without starting over

With the scope written once, each application is tailored to the specific posting. That is what makes it possible to enter a new sector by applying to a few well-chosen things rather than to many badly.

Discretion

Without announcing that you are looking

Everything happens inside your account: nothing is published on your profile and nothing notifies your network. The full procedure, if you are still inside with a team reporting to you, is in the discreet search guide.

Start with the free diagnostic — no sign-up. The other pieces in this series: senior executives: notice and severance, searching without your employer knowing and Open to Work for recruiters only.

Common questions

Questions about non-compete clauses

How long can a Spanish non-compete last?

It depends on your employment relationship. In an ordinary one, article 21.2 of the Workers' Statute says the pact for after the contract ends «may not last longer than two years for technical staff and six months for other employees». If you are senior management personnel, article 8.3 of RD 1382/1985 sets a single limit of two years. The official text of both statutes is in Spanish and the quotations here are our translations. This page describes the general framework and is not legal advice.

Is it valid if I am paid nothing for it?

Article 21.2 makes validity conditional on two requirements that must both be met: «that the employer has an actual industrial or commercial interest in it» and «that the employee is paid adequate financial compensation». The statute gives no table of amounts and does not define «adequate», so that is a question of fact argued case by case. What it does say is that the compensation is a requirement of validity, not a courtesy.

What is an exclusivity pact and how do I get out of it?

Article 21.1 bars providing services to several employers «where unfair competition is found or where full dedication has been agreed in exchange for express financial compensation». Article 21.3 provides the exit: the employee «may terminate the agreement and recover freedom to work in another job, notifying the employer in writing with thirty days' notice, losing in that case the financial compensation or other rights tied to full dedication». It is a right set out in the statute, not a negotiation.

What is a retention pact?

It is the one that binds you backwards. Under article 21.4, where the employee «has received professional training paid for by the employer in order to launch specific projects or carry out specific work», the parties may agree that the employee remains «for a certain time». The agreement «may not last longer than two years and must always be in writing», and if the employee leaves before the end of the period «the employer shall be entitled to compensation for damages».

Can I look for work while bound by an exclusivity pact?

Looking for a job is not providing services to another employer, which is what article 21.1 regulates. What is among the employee's basic duties, under article 5.d, is «not to compete with the company's activity on the terms set by this law». The practical line is about where you look and with whose means, not about looking: the full procedure is in the discreet search guide.

Does it stop me working anywhere at all?

Article 21.2 requires the employer to have «an actual industrial or commercial interest» in the pact. That requirement is tied to the company's specific activity, not to a person's entire professional life. A clause drafted so broadly that it prevents any employment at all is precisely the kind worth reviewing with a lawyer before signing rather than after leaving.

Sources

Where every sentence comes from

Everything in quotation marks on this page is our translation of the consolidated text of these two Spanish statutes, cited by article so you can check it; the official version is in Spanish. What cannot be supported by them — which amount is «adequate», or which scope is excessive — is stated for what it is: a question of fact decided by a court.

The BOE consolidated texts carry their own warning: this consolidated text is for information only and has no legal force. And what is here is not legal advice: it is the map that gets you to a consultation with the questions already framed. ZenitJob does not review contracts or assess the validity of clauses.