# Non-Competes and Data Protection: UAE Article 10 and PDPL vs Italian Law and GDPR

> UAE non-competes (up to 2 years, unpaid) and the PDPL vs paid non-competes under art. 2125, duty of loyalty, GDPR and monitoring limits.

UAE employers often include a non-compete in every contract as standard. Under Article 10 of the UAE Labour Law it is allowed for up to two years and the law does not require you to pay for it. In Italy, a non-compete is valid only if it is written, limited and **paid**. An unpaid Italian non-compete is void, however carefully it is drafted. Data protection is the second gap: Italian employees are covered by the GDPR and strict rules on workplace monitoring. Full comparison on [Italy vs the UAE](/italy-vs-uae.html).

## The UAE: Article 10 non-competes

The government portal summarises the rule: a non-compete is permitted under **Article 10** of Federal Decree-Law No. 33 of 2021, to the extent needed to protect legitimate business interests, and the maximum restrictive period is **two years** from the end of the contract. The Executive Regulations add conditions on scope and exceptions. <!-- review: Executive Regulations conditions and exemptions, e.g. by job type or termination during probation --> The law does not require the employer to pay the employee during the restriction.

Confidentiality is protected during employment: disclosing confidential industrial or intellectual-property information is one of the listed grounds for dismissal without notice (Article 44).

In **DIFC** and **ADGM**, restrictive covenants are governed by the free zones' own laws and courts.

## Italy: article 2125 of the civil code

A post-employment non-compete (patto di non concorrenza) is valid only if:

1. **It is in writing.**
2. **It is paid.** The employee must receive a specific payment for the restriction, separate from salary. The amount must be fair in relation to the restriction; Italian courts strike down token payments.
3. **It is limited in object.** It must identify the activities restricted, not every job the employee could do.
4. **It is limited in time.** Up to **five years for executives (dirigenti)** and **three years for other employees**; a longer period is reduced to these limits.
5. **It is limited in place.** The territory must be defined and reasonable.

If any condition fails, the whole clause is void and the employee is free to compete. Payment can be made during employment (a monthly amount) or at the end. The employer usually cannot withdraw unilaterally at the last minute without consequences.

### During employment: duty of loyalty

**Article 2105** of the civil code forbids employees, while employed, from competing with the employer or disclosing or using confidential information to the employer's harm. This applies by law, with no clause needed.

### Non-solicitation and confidentiality

Non-solicitation of clients may be treated as a form of non-compete and needs the same safeguards. Confidentiality clauses after employment are generally enforceable if they protect genuinely confidential information.

### Intellectual property

Inventions made in performing duties that the employee is paid to invent belong to the employer (Industrial Property Code); in other cases the employee may be owed fair compensation. Software and databases created in the course of duties belong to the employer under the copyright law (Law 633/1941). Spell out IP and confidentiality in the contract anyway.

## Data protection: PDPL vs GDPR

**UAE.** Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL), in force since 2 January 2022, governs processing on the mainland. It requires consent subject to exceptions, gives data subjects rights to correction and restriction, and sets rules for cross-border transfers. DIFC has its own Data Protection Law (DIFC Law No. 5 of 2020), and ADGM its own regulations.

**Italy.** The **GDPR** applies in full, supplemented by the Italian Privacy Code. For employers this means a lawful basis for each processing (usually the contract or legal obligation, rarely consent), a written privacy notice, records of processing and data protection by design.

**Employee monitoring** is limited by **article 4 of the Workers' Statute**: tools that allow remote monitoring of employees (video, some software) need a union agreement or labour inspectorate authorisation, and data from work tools can be used only if employees have been properly informed. Monitoring emails or browsing in ways common in some UAE companies can be unlawful in Italy.

**Transfers to the UAE.** If your UAE head office accesses Italian employee data, that is an international transfer under the GDPR. The UAE does not have an EU adequacy decision, so you need standard contractual clauses or another mechanism. <!-- review: current EU adequacy decisions list -->

## Side by side

| Topic | UAE mainland | Italy |
|---|---|---|
| Legal basis | Article 10, Decree-Law 33/2021 | Art. 2125 civil code |
| Maximum length | 2 years | 5 years (executives), 3 years (others) |
| Payment required | No | Yes, or void |
| Duty of loyalty during employment | Contract and dismissal grounds | Art. 2105 by law |
| Data protection | PDPL (DIFC/ADGM own laws) | GDPR + Privacy Code |
| Monitoring | General PDPL rules | Art. 4 Workers' Statute |

## Practical consequences

- **Budget the non-compete.** If you need one, price it into the package. A common approach is a percentage of salary paid monthly, but the right level depends on scope.
- **Narrow the scope.** Name the competitors or sector, territory and length you really need.
- **Rely on confidentiality.** For many roles, a strong confidentiality clause and the art. 2105 duty are enough.
- **Check your tools.** Before rolling out UAE monitoring software in Italy, check article 4.

## What this means if you hire through an EOR

With an EOR, the employment contract, including any non-compete, confidentiality and IP clauses, is issued under Italian law. The EOR also acts as data controller for payroll and HR data and provides the GDPR privacy notice. IP created by the employee is assigned to you through the EOR agreement. Read the [Italian employment contract](/italy-employment-contracts.html) overview, compare on [Italy vs your country](/italy-vs-your-country.html), price a paid non-compete in the [cost calculator](/calculator.html) or [contact us](/contact.html).

## Related guides for UAE companies

- [Termination and notice vs Italian dismissal rules](/articles/uae-termination-notice-vs-italian-dismissal-rules.html)
- [UAE fixed-term contracts vs the Italian contract and CCNL](/articles/uae-fixed-term-contracts-vs-italian-employment-contract-ccnl.html)
- [WPS and work permits vs Italian payroll and INPS](/articles/uae-wps-work-permits-vs-italian-payroll-inps.html)

*General information, not legal advice.*

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Source: https://hiringitaly.com/articles/uae-non-compete-pdpl-vs-italian-non-compete-gdpr.html · 2026-11-10