A Non-Compete (non-competition covenant) is a contractual provision restricting an individual’s ability to engage in competitive business activities for a defined period and geographic area following the end of their employment, services engagement, or business relationship. Non-competes are among the most heavily-litigated and jurisdictionally-variable restrictive covenants in employment and M&A contexts, with enforceability ranging from broadly upheld (Delaware, New York for senior executives) to substantially restricted (California — nearly unenforceable for employees) to specifically regulated by statute (Türkiye, Germany, France, UK).
Standard non-compete elements include: (i) restricted activities — competing businesses defined by industry, customer overlap, or specific competitor list; (ii) geographic scope — typically a specific country, region, or worldwide for high-level executives at global companies; (iii) time duration — typically 6 months to 2 years post-termination, with shorter durations more enforceable; (iv) restricted roles — whether the restriction applies to any role at a competitor or only roles substantially similar to the restricted person’s position; and (v) compensation during restriction period — increasingly required by statute in many jurisdictions (Türkiye, Germany), market practice in others.
The U.S. landscape is dramatically jurisdiction-dependent: California (Business and Professions Code §16600) prohibits virtually all employment non-competes; Massachusetts (2018 Noncompete Act) requires garden leave or other consideration, limits duration to 12 months, prohibits restrictions on certain employee categories; New York (proposed 2024 ban, status uncertain) — generally enforceable for highly-compensated executives; Federal Trade Commission rule banning most employment non-competes (issued 2024, currently subject to litigation challenges); most other states — enforceable subject to reasonableness tests on scope, duration, and geography.
The Turkish non-compete framework under Borçlar Kanunu (Code of Obligations) Articles 444–447 imposes strict limits: maximum 2-year duration; geographic and scope limits proportionate to the legitimate business interest being protected; required compensation for the restriction period (failure to compensate can render the non-compete unenforceable); written form requirement; and limited application — generally enforceable only against employees with access to specifically-defined trade secrets, customer relationships, or other protectable interests. Turkish courts apply these limits actively, frequently reducing or invalidating overbroad non-competes.
For Turkish founders structuring restrictive-covenant programs across international teams, the framework requires careful jurisdictional differentiation: U.S. employees may be subject to broader non-compete restrictions (where state law permits); EU employees face GDPR-overlay considerations and country-specific limits (German Wettbewerbsverbot rules, French clause de non-concurrence); Turkish employees face strict BK 444–447 constraints with compensation requirements; and global executives at C-level may have customized arrangements reflecting cross-border activity. Vircon Legal advises Turkish founders on restrictive-covenant program design — jurisdictional analysis, scope and duration calibration, compensation structuring, enforceability optimization, and the coordination of non-compete arrangements with broader employment, separation, and IP-protection strategies.