Are Non-Solicitation Agreements Enforceable in Texas?

A non-solicitation agreement is enforceable in Texas when it meets the same statutory test that governs non-competes: it must be tied to an otherwise enforceable agreement supported by real consideration from the employer, and its limits on time, geography, and scope must be no greater than necessary to protect a legitimate business interest. Get any of those pieces wrong and the agreement either collapses or gets rewritten by a judge. The controlling law is Texas Business and Commerce Code Sections 15.50 and 15.51, and it is exclusive — no common-law workaround can save an agreement that fails the statute or defeat one that satisfies it.¹

What the Statute Requires

Section 15.50 says a covenant not to compete, which includes non-solicitation clauses, must be “ancillary to or part of an otherwise enforceable agreement at the time the agreement is made.”² A non-solicitation promise cannot stand alone. It has to ride along with a bigger deal — an employment agreement, a partnership, a business sale — in which both sides are exchanging something of value.

The second half of the test is reasonableness. The restriction cannot impose “a greater restraint than is necessary to protect the goodwill or other business interest of the promisee.”² Both halves have to hold. An agreement with strong consideration but outlandish restrictions fails, and tight, reasonable restrictions attached to a hollow underlying promise fail too.

The Consideration Problem

This is where most non-solicitation disputes actually get fought. The “otherwise enforceable agreement” requirement means the employer has to give the employee something real, and the job itself does not count. A company that hands a new hire a non-solicitation agreement on day one and says sign this or do not start can run into trouble if the agreement does not also promise access to trade secrets, confidential client information, or specialized training.³

In Alex Sheshunoff Management Services v. Johnson, the Texas Supreme Court held that an employer’s promise can be executory when the agreement is signed, but the non-solicitation clause only becomes enforceable once the employer actually delivers on that promise. If your employer agreed to provide proprietary training as part of the deal and never did, the restriction may not survive a challenge.⁴

The court broadened the picture in Marsh USA Inc. v. Cook, finding that stock options granted to an employee counted as valid consideration for a restrictive covenant. The holding: consideration only needs to be “reasonably related” to an interest the employer is entitled to protect, like goodwill. Stock options gave the employee a stake in the company’s success, which the court found sufficient to justify restricting post-employment solicitation.⁵

Consideration that courts have recognized includes access to proprietary client lists, confidential pricing data, specialized training programs, and equity grants. A paycheck alone does not qualify. Whatever the employer provides must connect logically to the business interest the clause is designed to protect.

Reasonable Limits on Time, Geography, and Scope

Even with solid consideration, a non-solicitation agreement fails if its restrictions reach further than necessary. Courts weigh three dimensions.²

Duration restrictions that hold up typically run six months to two years, depending on the industry and the employee’s seniority.³ A two-year restriction on a senior vice president who managed five major accounts reads differently than the same restriction on a junior analyst. The higher the employee’s access to client relationships and strategic information, the longer the leash courts tend to give.

Geography is where non-solicitation clauses often part ways with traditional non-competes. A non-compete usually blocks you from working in a given area; a non-solicitation clause restricts contact with specific people. Courts have been more willing to enforce non-solicitation agreements that define the restricted universe by relationship — the clients you personally served — rather than by a map boundary. An agreement that prohibits soliciting clients you never interacted with starts looking like an overbroad non-compete in disguise.

Scope should be stated clearly. Clauses that limit solicitation to clients the employee actually worked with during a defined window, often the final year of employment, stand on much stronger footing than blanket prohibitions covering every customer in the company database.

What Counts as Solicitation

The word “solicitation” does more work in these agreements than most people realize, and vague definitions produce litigation. A well-drafted clause spells out whether the prohibition reaches phone calls, emails, in-person meetings, or digital outreach. The less specific the agreement, the harder it is for either side to know where the line is.

Active vs. Passive Contact

Courts generally distinguish between actively pursuing former clients and passively accepting business that comes your way. Calling a former client to pitch your new firm’s services is solicitation. A client finding you through a Google search and reaching out on their own usually is not, assuming you did not engineer the inbound contact through indirect means.

Announcing a job change at a new company is not inherently solicitation. Sending targeted messages to former clients inviting them to follow you likely is. The practical line sits between broadcasting information to the world and directing a message at someone you are restricted from contacting.

Social Media Gray Areas

Social media complicates this analysis. Updating a LinkedIn profile with a new employer, posting about a job opening at your new firm, or having your new company announce your hire are generally treated as passive activities. Those posts go out to the whole network rather than targeting specific people.

The calculus shifts when you use direct messages to invite former clients to your new firm, set up business meetings through social media with restricted contacts, or carry on online conversations with former coworkers about leaving. Courts focus on whether the activity was directed at specific people with the purpose of diverting business or recruiting talent, not whether a post happened to appear in a restricted contact’s feed.

Recruiting Former Coworkers

Many non-solicitation agreements include anti-raiding clauses that prohibit recruiting former colleagues to a competitor. Texas courts treat workforce stability as a protectable interest. A departing manager who systematically pulls their old team along can gut a department faster than losing any single client.

These provisions typically prevent you from directly reaching out to former coworkers to offer them positions or encourage them to leave. The same active-versus-passive distinction applies. Anti-raiding clauses that try to restrict employees outside your chain of command or whom you never worked with closely run into the same overbreadth problems as client clauses with no relationship limits.

What Happens When the Agreement Is Breached or Challenged

Section 15.51 gives courts three tools: damages, injunctive relief, or both.⁶ Employers almost always seek an injunction first because the immediate priority is stopping the former employee from contacting clients. Monetary damages for diverted business come later, once the loss can be quantified.

In most employment cases, the agreement’s primary purpose is to obligate the employee to perform personal services, and the employer carries the burden of proving the covenant satisfies Section 15.50.⁶ If the agreement has a different primary purpose, such as a business sale, the burden shifts to the person challenging the covenant.

Judicial Reformation

Texas has an unusual rule that makes enforcement less of an all-or-nothing bet. If a court finds the agreement is tied to a valid underlying deal but the restrictions themselves are overbroad, the judge must reform the covenant rather than throw it out. The court rewrites the time, geography, or scope limits to make them reasonable and then enforces the revised version.⁶

There is a catch. When a court reforms the agreement, the employer can only get injunctive relief going forward and cannot recover damages for solicitation that occurred before the reformation. An employer who drafts a sloppy agreement loses the ability to collect money for the very harm they are complaining about.

Attorney Fees for the Employee

The statute creates a narrow path for employees to recover their legal costs. If the primary purpose of the agreement was personal services, the employee proves the employer knew the restrictions were unreasonable when the agreement was signed, and the employer tried to enforce it beyond what was necessary to protect legitimate interests, the court can award the employee reasonable attorney fees.⁶ All three conditions must be met. In practice, the rule deters the worst overreach but does not help employees facing borderline agreements.

Liquidated Damages Clauses

Some non-solicitation agreements include a liquidated damages provision setting a pre-fixed dollar amount the employee owes on breach. Texas courts enforce these clauses only when actual harm would be difficult to calculate at the time of signing and the pre-set amount is a reasonable estimate of that harm rather than a penalty meant to scare employees into compliance.

A clause demanding $500,000 from a mid-level employee whose client portfolio generated $50,000 in annual revenue reads as a penalty, not a forecast. Courts also treat liquidated damages and actual damages as mutually exclusive. An employer who collects under a liquidated damages clause generally cannot also pursue separate damages for the same breach, and agreements that try to preserve both options risk having the liquidated damages provision thrown out entirely.

Outside the Standard Employment Relationship

Non-solicitation restrictions are not limited to traditional employees. Texas law permits them in independent contractor agreements, partnership arrangements, and business acquisition contracts. The same Section 15.50 framework applies: ancillary to an otherwise enforceable agreement, supported by consideration, reasonable in scope.²

The consideration analysis looks different outside employment. In a business sale, the purchase price itself often serves as adequate consideration. For independent contractors, the arrangement typically needs to include access to proprietary information or client relationships the contractor would not otherwise have. A company that hires a contractor, shares no confidential data, and then tries to enforce a broad non-solicitation clause faces the same consideration problems an employer would.

Physicians Have Their Own Rules

Section 15.50 carves out special requirements for restrictive covenants, including non-solicitation provisions, that apply to physicians licensed by the Texas Medical Board. A physician’s restrictive covenant must expire no later than one year after employment ends, limit any geographic restriction to no more than five miles from the physician’s primary practice location, allow the physician to buy out the covenant for no more than one year’s salary, and permit continued care for patients during an acute illness even after termination.² The physician must also retain access to their patient list and medical records. If you are a physician, the general enforceability analysis is a starting point, but these additional requirements control.

Where Federal Law Stands

No blanket federal ban on non-competes or non-solicitation agreements is in effect. The FTC attempted to ban non-compete agreements nationwide through rulemaking in 2024, but a federal court in the Northern District of Texas set aside the rule before it took effect, granting nationwide relief.⁷

The FTC has shifted to case-by-case enforcement. In April 2026, the agency ordered one company to stop enforcing its non-compete agreements and sent warning letters to other employers in the same industry urging them to review their restrictive covenants.⁸ Federal enforcement risk exists but is targeted. Non-solicitation agreements are generally seen as less restrictive than full non-competes and are less likely federal targets, but overly aggressive clauses that function like de facto non-competes do not sit in a safe harbor. Texas state law remains the primary framework governing whether your agreement will hold up.

1
State of Texas. Texas Code Business and Commerce Code 15.52 – Preemption of Other Law
2
State of Texas. Texas Code Business and Commerce Code 15.50 – Criteria for Enforceability of Covenants Not to Compete
3
Texas Workforce Commission. Conflict of Interest, Trade Secrets, Non-Competition Agreements
4
FindLaw. Alex Sheshunoff Management Services v. Johnson
5
FindLaw. Marsh USA Inc. v. Cook
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State of Texas. Texas Code Business and Commerce Code 15.51 – Procedures and Remedies in Actions to Enforce Covenants Not to Compete
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Congressional Research Service. Federal Courts Split on Legality of the FTC’s Non-Compete Rule
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Federal Trade Commission. FTC Takes Action Against Noncompete Agreements, Securing Protections for Workers