A 競業避止誓約書 is a worker-signed pledge to the (former) employer, restricting post-employment
competing activity for a defined period. Unlike most separation documents, only the worker signs;
the employer accepts and files the original. It is the standard tool for senior departures where
the legitimate business interest in restricting competition is clear: senior officers, key sales
or account-management staff, R&D leads, and similar roles with access to trade secrets, customer
lists, or specialized know-how.
1. The four enforceability factors
Japanese courts apply a "reasonableness" test that derives from the leading フォセコ・ジャパン case
law. The four factors are: (1) legitimate business interest, (2) reasonable scope, (3) reasonable
duration, and (4) reasonable consideration. A pledge that fails on any one factor is at risk of
being held unenforceable, regardless of how clearly the worker accepted it. This template's
structure maps each factor to specific clauses you can tune for the case at hand.
2. Legitimate business interest
The employer's interest must be concrete: trade secrets, customer relationships, specialized
technical know-how. "We don't want competitors to hire our people" is not enough. Senior workers
with genuine access to such information are easier to bind; junior or rank-and-file workers are
very difficult to bind regardless of what was signed. Reserve this template for senior departures
where the interest is clearly documentable.
3. Reasonable scope
The restricted scope must be specific and tied to the worker's actual role. "Any competing
business" is over-broad and at risk; "planning, development, sales, and support of cloud-based
business-management SaaS" (the template's default) is concrete and defensible. The narrower the
scope, the more the restriction is read as protecting a legitimate interest rather than a
blanket restraint on freedom of occupation.
4. Reasonable duration
12 months is the typical enforceable benchmark. 6 months is easily enforceable. 18 to 24 months
is enforceable only with strong consideration and narrow scope. 36+ months is rarely upheld. The
template's duration field shows a warning when you exceed 12 months. For most roles, set 12 and
rely on robust scope and consideration to make the restriction effective.
5. Reasonable consideration (代償措置)
The single most discussed factor in Japanese non-compete case law. Without explicit
consideration, courts often refuse to enforce the restriction, treating it as an
unbargained-for restraint. Common forms include a one-time signing bonus paid at separation, a
retention bonus paid mid-restriction, continued severance payments tied to compliance, or a
paid garden-leave period. The amount should be commensurate with the salary the worker is
forgoing during the restricted period.
6. Customer and employee non-solicitation
The customer-non-solicitation and employee-non-solicitation clauses (Articles 4 and 5) are more
readily enforced than a broad non-compete. For mid-level sales / account-management workers, a
pledge built around just these clauses (with the broad non-compete toggled off) often gives
near-equivalent practical protection with much higher enforceability.
7. Edit anything that doesn't match your case
Click Edit on the toolbar above the preview and the pledge becomes editable in
place. Use this for: a specific list of named competitor companies (drafted carefully to avoid
over-breadth), tiered consideration (e.g., monthly retention payments throughout the restricted
period), or a clear carve-out for general industry employment that is not in direct competition.
Edge cases worth knowing
- For workers below senior level, expect courts to discount this pledge heavily. Rely on the
confidentiality clause (Article 6) and the non-solicitation clauses (Articles 4 and 5)
rather than the broad non-compete.
- If the original employment contract already contains a non-compete, this pledge is the
more specific document and typically prevails on conflicts. Maintain consistency between
the two on duration, scope, and consideration where possible.
- For exits where the worker is leaving for a clearly competitive role, consider negotiating
a separation agreement (退職合意書) with the non-compete embedded plus a settlement payment,
rather than relying on this pledge alone.
- Foreign-trained workers may dispute that they understood the Japanese-language pledge.
Always provide a clear English translation alongside, and have the worker sign with
adequate review time.
- Have the final wording reviewed by a labor and social security attorney (社会保険労務士)
or qualified legal counsel for any senior role or any case where enforcement is likely.