exitagreementProtected conversations at work
A protected conversation is the meeting in which your employer raises the idea of you leaving on agreed terms, usually with a settlement agreement to follow. The protection is narrower than most people are told: it keeps the conversation out of one kind of claim, and only as long as the employer behaves properly.
What a protected conversation does and does not cover
Section 111A of the Employment Rights Act 1996 makes the conversation inadmissible in an unfair dismissal claim, and nothing more. The table sets that against the older without prejudice rule, which runs alongside it.
| Situation | Protected conversation (s.111A) | Without prejudice |
|---|---|---|
| An ordinary unfair dismissal claim | Yes — the core of s.111A(1) | — |
| An automatically unfair dismissal (whistleblowing, asserting a statutory right, union membership) | No — s.111A(3); Acas Code para.7 | — |
| Discrimination, harassment or victimisation under the Equality Act 2010 | No — Acas Code para.7 | Only if there is an existing dispute, under the without prejudice rule |
| Breach of contract or wrongful dismissal | No — Acas Code para.7 | Only if there is an existing dispute |
| There is no dispute yet | Yes — that is what s.111A was for | Without prejudice cannot apply |
| The employer behaved improperly in the meeting | Only as far as the tribunal considers just (s.111A(4)) | — |
| A later argument about costs, where the offer reserved the right | No — s.111A(5) | — |
Sources: Employment Rights Act 1996, s.111A; Acas Code of Practice on settlement agreements, paras 7, 15–22. Read 29 September 2026.
Key points
- It only protects the employer in an ordinary unfair dismissal claim. Discrimination, whistleblowing and contract claims are outside it.
- It works even with no dispute — the without prejudice rule does not.
- Improper behaviour removes the protection as far as a tribunal thinks just, and the Acas Code lists what counts.
- You should get at least 10 days to consider the written terms and take advice, unless you agree otherwise.
- Either side can start one, and nobody has to agree to anything.
What section 111A says
(1) Evidence of pre-termination negotiations is inadmissible in any proceedings on a complaint under section 111. This is subject to subsections (3) to (5). (2) In subsection (1) ‘pre-termination negotiations’ means any offer made or discussions held, before the termination of the employment in question, with a view to it being terminated on terms agreed between the employer and the employee.Read the section on legislation.gov.uk
“Before the termination”
The words that matter are in subsection (2). The protection attaches to offers and discussions held before the employment ends, with a view to ending it on agreed terms. It is not a general confidentiality rule for workplace conversations, and a conversation about something else — a pay rise, a grievance, a performance plan — does not become protected because someone says the word.
Why it exists
The Acas Code explains the gap it fills. Without prejudice protection needs an existing dispute; an employer who wanted to raise an exit before anything had gone wrong had no safe way to do it. Section 111A, in force since 29 July 2013, runs alongside the older rule and covers that situation.
What it does not cover
Subsection (1) does not apply where, according to the complainant’s case, the circumstances are such that a provision (whenever made) contained in, or made under, this or any other Act requires the complainant to be regarded for the purposes of this Part as unfairly dismissed.Read the section on legislation.gov.uk
That is the statutory form of the exception. The Acas Code puts it in plain terms, and goes further:
Claims that relate to an automatically unfair reason for dismissal such as whistleblowing, union membership or asserting a statutory right are not covered by the confidentiality provisions set out in section 111A. Neither are claims made on grounds other than unfair dismissal, such as claims of discrimination, harassment, victimisation or other behaviour prohibited by the Equality Act 2010, or claims relating to breach of contract.Read the section on legislation.gov.uk
Why that matters to you
If the reason you are being eased out involves discrimination, a protected disclosure, or a statutory right you asserted, what was said in the protected conversation may be usable in that claim. In a discrimination claim only the without prejudice rule can keep it out, and only if a dispute already existed. Settling a discrimination claim · the two rules compared.
Improper behaviour
In relation to anything said or done which in the tribunal’s opinion was improper, or was connected with improper behaviour, subsection (1) applies only to the extent that the tribunal considers just.Read the section on legislation.gov.uk
The Act does not define “improper”. The Acas Code does not either, but says it is for the tribunal to decide on the facts and gives a list of examples, which it describes as not exhaustive.
The following list provides some examples of improper behaviour. The list is not exhaustive: (a) All forms of harassment, bullying and intimidation, including through the use of offensive words or aggressive behaviour. (b) Physical assault or the threat of physical assault and other criminal behaviour. (c) All forms of victimisation. (d) Discrimination because of age, sex, race, disability, sexual orientation, religion or belief, transgender, pregnancy and maternity and marriage or civil partnership. (e) Putting undue pressure on a party. For instance: (i) Not giving the reasonable time for consideration set out in paragraph 12 of this Code. (ii) An employer saying before any form of disciplinary process has begun that if a settlement proposal is rejected then the employee will be dismissed. (iii) An employee threatening to undermine an organisation’s public reputation if the organisation does not sign the agreement, unless the provisions of the Public Interest Disclosure Act 1998 apply.Read the section on legislation.gov.uk
What an employer is allowed to say
The examples set out in paragraph 18 above are not intended to prevent, for instance, a party setting out in a neutral manner the reasons that have led to the proposed settlement agreement, or factually stating the likely alternatives if an agreement is not reached, including the possibility of starting a disciplinary process if relevant.Read the section on legislation.gov.uk
The line runs between stating the alternative and threatening it. “If we cannot agree terms, we expect to start the capability process” is on one side of it. “Take this or you are dismissed”, before any process has begun, is on the other.
When there is already a dispute
Where there is an existing dispute between the parties, offers of a settlement agreement, and discussions about such an agreement, may be covered by both the ‘without prejudice’ principle and section 111A. … As the test of ‘unambiguous impropriety’ is a narrower test than that of improper behaviour, this means that pre-termination negotiations that take place in the context of an existing dispute will not be admissible in a subsequent unfair dismissal claim unless there has been some ‘unambiguous impropriety’.Read the section on legislation.gov.uk
So where a dispute already exists, the older rule can keep the conversation out of an unfair dismissal claim even if the employer’s behaviour was improper, unless it reached the higher bar of unambiguous impropriety. Keep a written note of what was said, dated, as soon as the meeting ends. How the without prejudice rule works.
Just had a protected conversation?
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Time, and who can be in the room
Parties should be given a reasonable period of time to consider the proposed settlement agreement. What constitutes a reasonable period of time will depend on the circumstances of the case. As a general rule, a minimum period of 10 calendar days should be allowed to consider the proposed formal written terms of a settlement agreement and to receive independent advice, unless the parties agree otherwise.Read the section on legislation.gov.uk
Not giving that time is one of the Code’s own examples of undue pressure. If you have been given less, say so in writing and ask for the rest; the request costs nothing and the answer is informative. How long you have to sign.
The parties may find it helpful to discuss proposals face-to-face and any such meeting should be at an agreed time and place. Whilst not a legal requirement, employers should allow employees to be accompanied at the meeting by a work colleague, trade union official or trade union representative.Read the section on legislation.gov.uk
Being accompanied is a recommendation, not a right, in this setting. Asking for it is reasonable, and a refusal is worth noting.
Can the employee start one?
Settlement agreements can be proposed by both employers and employees although they will normally be proposed by the employer. A settlement agreement proposal can be made at any stage of an employment relationship.Read the section on legislation.gov.uk
So an employee can propose an exit on agreed terms, and the same protection applies to the offer and the discussion. The practical risk is the same as for an employer: if the talks fail, the relationship has to continue, and the Code’s protection only reaches an unfair dismissal claim. Take advice before making the first move. How to negotiate a settlement agreement.
If you say no
If a settlement agreement is rejected and the parties still wish to resolve the dispute or problem that led to the offer being made then some other form of resolution should be sought. … The parties cannot rely on the offer of a settlement agreement or any discussions about the agreement as being part of this process.Read the section on legislation.gov.uk
Refusing does not end the matter; it sends it back to whatever ordinary process fits — performance management, disciplinary or grievance — and that process has to be fair on its own terms. The offer and the discussion cannot be used as part of it.
How much weight the Code carries
The Code is statutory, issued under the Trade Union and Labour Relations (Consolidation) Act 1992. Its foreword says: Failure to follow the Code does not, in itself, make a person or organisation liable to proceedings, nor will it lead to an adjustment in any compensation award made by an employment tribunal. However, employment tribunals will take the Code into account when considering relevant cases. In other words, ignoring this Code does not by itself change the size of an award; its force is in shaping what a tribunal treats as improper. How an award is calculated.
Where the rule applies
Section 111A is part of the Employment Rights Act 1996, which extends to England and Wales and Scotland but not to Northern Ireland. What applies in Northern Ireland.
Common questions
What is a protected conversation?
A conversation, or an offer, about ending your employment on agreed terms that cannot be used as evidence in an ordinary unfair dismissal claim. It comes from section 111A of the Employment Rights Act 1996, and unlike the older without prejudice rule it can apply even when there is no existing dispute.
Can an employee ask for a protected conversation?
Yes. Paragraph 11 of the Acas Code of Practice on settlement agreements says settlement agreements can be proposed by both employers and employees, although they will normally be proposed by the employer, and at any stage of the employment relationship.
Does a protected conversation stop me claiming discrimination?
No. Section 111A only makes the conversation inadmissible in an ordinary unfair dismissal claim. The Acas Code says it does not cover discrimination, harassment, victimisation, breach of contract or wrongful dismissal claims, or automatically unfair dismissals such as whistleblowing.
Can my employer say I will be dismissed if I refuse the offer?
The Acas Code gives, as an example of improper behaviour, an employer saying before any disciplinary process has begun that the employee will be dismissed if the settlement proposal is rejected. It does allow the employer to state factually the likely alternatives, including starting a disciplinary process if relevant.
How long should I be given to consider the offer?
The Acas Code says, as a general rule, a minimum of 10 days should be allowed to consider the formal written terms and take independent advice, unless the parties agree otherwise. Not giving reasonable time is one of its examples of undue pressure.
Can I bring someone to a protected conversation meeting?
It is not a legal requirement, but the Acas Code says employers should allow employees to be accompanied by a work colleague, trade union official or trade union representative.
What happens if I say no?
Nothing in the offer or the discussion can be relied on as part of any disciplinary, performance or grievance process that follows (Acas Code para.23), and if you are later dismissed, the employer still has to follow a fair process.
Sources cited on this page
- Employment Rights Act 1996, s.111A — confidentiality of pre-termination negotiations
- Acas Code of Practice on settlement agreements
- Employment Rights Act 1996, s.203 — conditions for a settlement agreement
- Employment Rights Act 1996, s.244 — extent
Every figure above was read from the source it is attributed to on 19 September 2026. How we check this.
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