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When a key employee leaves, the real concern is often not the resignation itself. It is what may leave with them.
A senior executive may know the pricing model, client pipeline, regulatory strategy and future expansion plans. A relationship manager may hold the key commercial contacts. A developer may know the product roadmap. A sales director may understand the weak points in ongoing negotiations. If such an employee joins a competitor, the commercial damage may not be immediate, but the risk is clear.
In Kazakhstan, however, protecting the business through a non-compete clause is not as simple as inserting restrictive wording into an employment contract.
A recent clarification of the Committee of State Labour Inspection dated 5 February 2026 considered whether an employer could require an employee to comply with a one-year non-compete after termination.1 The Committee’s position was that a non-compete may be relevant during employment, but that extending it after termination may raise concerns in light of the constitutional right to freely choose work, occupation and profession.2
For employers, this is not a theoretical issue. It affects every aspect of the business, including how employment contracts are drafted, how senior employees are hired, how confidential information is protected and, in some cases, whether the AIFC should be considered at the structuring sta1e.
1. Kazakhstan Law: Useful Protection, but Not a Complete Answer
Kazakhstan’s Labour Code recognises the possibility of a non-compete agreement between an employer and an employee.[3] Such an agreement may restrict actions capable of causing harm to the employer and may set out the relevant restrictions, conditions and, where applicable, compensation for the period of restriction.3
The difficulty is that the Labour Code does not clearly confirm that an employee may be prevented from working for a competitor after the employment relationship has ended. This silence matters.
A restriction during employment is easier to justify because the employee remains bound by the employment relationship. A restriction after termination is more sensitive because it may affect the individual’s ability to work and earn income.
This does not mean that every post-termination restriction is automatically invalid. The Committee’s clarification is not a court judgment. A court would still need to consider the wording of the clause, the employee’s role, the employer’s legitimate interest, the factual background and the legal basis for the claim.
However, the business risk is quite clear. An employee resisting a post-termination non-compete may argue that the clause has no sufficient basis under labour law and unlawfully restricts the constitutional freedom to work.2 There may also be a civil law argument if the provision is said to be inconsistent with mandatory legislation.4
For employers, the practical conclusion is that a non-compete may be useful, but it should not be treated as a stand-alone protection mechanism.
In many cases, the stronger approach is to build a wider protection framework. This may include confidentiality obligations, trade secret protection, return of documents and devices, restrictions on the use of employer data, intellectual property provisions, non-solicitation of clients and employees, garden leave and carefully drafted liability provisions.
2. The AIFC May Offer a Different Route
The Astana International Financial Centre offers a separate legal environment. Its legal framework is based on AIFC law and is influenced by principles of the laws of England and Wales.5
The AIFC Employment Regulations apply to employment relationships falling within their scope, and disputes arising under those Regulations are subject to the jurisdiction of the AIFC Court.6 The Regulations also recognise employee duties during employment, including the duty not to compete, while certain obligations relating to confidential information and employer property may continue after termination.7
That said, the AIFC is not an automatic solution. If an employer wants a post-termination restraint to apply, it should be clearly included in the employment contract or in a policy properly incorporated into that contract.8
The AIFC contractual framework gives parties significant flexibility in structuring their arrangements, including through principles of freedom of contract and binding contractual obligations.9 However, flexibility does not mean that broad or generic restrictions will necessarily be attractive in a dispute.
A strong clause should be tailored. It should identify the business interest being protected, the restricted activities, the duration, the territory and the category of employee to whom the restriction applies. A blanket non-compete imposed on all employees is rarely the best approach. A targeted restriction for a CEO, founder, senior manager, investment professional, developer or relationship manager with access to sensitive information is more likely to be commercially justified.
Where appropriate, exit arrangements or settlement agreements may also be relevant, provided they comply with the applicable requirements, including written form, signature and valid consideration.10
3. Forum and Evidence Matter
The AIFC Court has jurisdiction over a range of disputes, including disputes between AIFC Participants, AIFC Bodies and their foreign employees, disputes relating to operations carried out in the AIFC and governed by AIFC law, disputes transferred to the Court by agreement and disputes concerning the interpretation of AIFC Acts.11
The AIFC Court is a separate court within the AIFC system, led by judges with common law experience. AIFC Court materials refer to Lord Burnett of Maldon, a former Lord Chief Justice of England and Wales, as Chief Justice.12
This matters because the way an employment restraint is argued may be different. The Court will look closely at the contract, the incorporation of policies, the evidence, the alleged breach, the loss and the remedy sought.
AIFC Court practice already illustrates this point. In Case No. 29 of 2024, an employer alleged that a former employee breached non-competition provisions contained in an employee code of conduct.13 The Court dismissed the counterclaim because the code had not been incorporated into the employment contract. The Court also noted that the contract itself did not contain non-competition obligations, and that merely registering a company in a similar field did not establish a material breach or properly evidenced loss.13
What Employers Should Consider Before the Employee Leaves
The best time to address a non-compete risk is not during the employee’s final week. By then, the employer may have limited leverage, incomplete evidence and reduced control over documents, devices and client communications.
For key employees, businesses should consider in advance whether Kazakhstan domestic law provides sufficient protection, whether an AIFC structure may be suitable, which employees genuinely require post-termination restrictions, what confidential information and client relationships need protection, whether internal policies are properly incorporated into contracts and what evidence would be available if enforcement becomes necessary.
Not every company needs an AIFC structure. Not every employee needs a non-compete. However, businesses that depend on confidential information, intellectual property, strategic relationships, proprietary technology, data confidentiality or a small number of key people should not rely on standard employment templates. This may be particularly relevant for IP-driven, technology, fintech, crypto, data-heavy and other innovation-focused companies, where the value of the business often lies in information, know-how, client access and speed to market.
How Unicase Can Assist
Unicase advises clients on Kazakhstan employment law, AIFC employment arrangements, corporate structuring and dispute strategy.
We assist employers in reviewing existing employment contracts, assessing enforceability risks, preparing tailored executive and employment agreements, drafting confidentiality and post-termination restrictions, reviewing internal policies and developing exit strategies for key employees.
Where a dispute has already arisen, we can assess the contractual position, identify available remedies, prepare pre-action correspondence and advise on the appropriate forum and enforcement strategy.
Footnotes
1 Clarification of the Committee of State Labour Inspection dated 5 February 2026 No. ЖТ-2026-00294055, as referred to in the article.
2 Article 24 of the Constitution of the Republic of Kazakhstan, which guarantees the right to free choice of work, occupation and profession.
3 Article 29 of the Labour Code of the Republic of Kazakhstan, which provides for a non-compete agreement between an employer and an employee, including restrictions, conditions and possible compensation for the period of the restriction.
4 Article 158 of the Civil Code of the Republic of Kazakhstan, concerning invalidity of a transaction whose content does not comply with Kazakhstan legislation.
5 Constitutional Statute of the Republic of Kazakhstan “On the Astana International Financial Centre”; AIFC legal framework materials describing the AIFC legal framework as based on international standards and principles of the laws of England and Wales.
6 AIFC Employment Regulations 2017, sections 3 and 4, concerning application of the Regulations and jurisdiction of the AIFC Court over disputes arising under the Regulations.
7 AIFC Employment Regulations 2017, section 16, concerning employee duties, including the duty not to compete during employment and continuing obligations relating to confidential information and employer property after termination.
8 AIFC Employment Regulations 2017, section 11(5), concerning matters subject to employer policies and their reflection in the employment contract.
9 AIFC Contract Regulations 2017, including provisions on freedom of contract, choice of governing law, binding nature of contract and validity by mere agreement.
10 AIFC Employment Regulations 2017, section 7(3), concerning settlement agreements, written form, signature and valid consideration.
11 AIFC Court jurisdiction materials, confirming jurisdiction over disputes between AIFC Participants, AIFC Bodies and/or their foreign employees, disputes relating to AIFC operations governed by AIFC law, disputes transferred by agreement, and interpretation of AIFC Acts.
12 AIFC Court materials on the Chief Justice and judges of the Court, including Lord Burnett of Maldon, former Lord Chief Justice of England and Wales.
13 AIFC Court Case No. 29 of 2024, AIFC-C/SCC/2024/0029, Judgment dated 5 March 2025, concerning an alleged breach of non-competition provisions contained in an employee code of conduct.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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