Protecting Your Business with Enforceable Non-Solicitation Agreements in Texas

What Is a Non-Solicitation Agreement?

A non-solicitation agreement is a legal contract that prohibits former employees, contractors, or business associates from directly soliciting a company’s clients or employees. These agreements are often used alongside other restrictive covenants like non-compete or confidentiality agreements.

Non-solicitation clauses can be included in various contracts, such as:

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• Employment agreements

• Independent contractor agreements

• Vendor contracts

• Shareholder or partnership agreements

 

Our attorneys at The Spencer Law Firm have extensive experience drafting and enforcing non-solicitation agreements tailored to your business’s specific needs.

 

How Non-Solicitation Agreements Protect Your Business

Consider the following scenarios where a non-solicitation agreement can prevent financial and operational harm:

 

1. Employee Departure in a Client-Focused Industry

A financial advisor at your firm builds strong client relationships. Without a non-solicitation agreement, they could leave and take those clients with them to a competing firm, significantly impacting your business.

 

2. Protection in the Tech Sector

Your company develops proprietary software. A programmer leaves and tries to recruit your top developers to start a competing business. A non-solicitation agreement helps prevent this type of workforce disruption.

 

3. Preventing Talent Raids in Competitive Industries

Industries with a limited pool of skilled professionals are vulnerable to talent poaching. Non-solicitation agreements prevent vendors, contractors, or competitors from recruiting your employees.

 

4. Business Partnership Dissolution

When a partnership dissolves, non-solicitation clauses can prevent former partners from luring away clients or employees, helping stabilize the business during the transition.

 

5. Safeguarding During Mergers & Acquisitions

If your company is acquired, a non-solicitation agreement can prevent former employees or contractors from raiding your workforce during the transition.

 

Are Non-Solicitation Agreements Enforceable in Texas?

Yes, non-solicitation agreements are enforceable in Texas, but they must meet specific legal requirements. Texas courts treat them similarly to non-compete agreements, meaning they must:

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• Be reasonable in scope, duration, and geographic reach

• Protect legitimate business interests, such as trade secrets or proprietary client information

• Not place unreasonable restrictions on a person’s ability to earn a living

 

Client lists that are publicly available or easily obtained through an internet search do not typically qualify as protectable business interests.

Our legal team at The Spencer Law Firm can review your non-solicitation agreement to ensure compliance with Texas law and maximize its enforceability.

 

Non-Solicitation Agreements vs. Non-Compete Agreements

While Texas law treats these agreements similarly, they serve different purposes:

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• Non-compete agreements restrict former employees from working for a direct competitor within a defined region and time frame.

• Non-solicitation agreements do not prevent an employee from working for a competitor but prohibit them from actively soliciting their former employer’s clients or employees.

 

A properly crafted non-solicitation agreement can be a more enforceable alternative to a non-compete agreement.

 

Does the FTC Ban Affect Non-Solicitation Agreements?

No, the FTC’s final rule banning non-compete agreements does not apply to non-solicitation agreements.

The FTC clarifies that while non-solicitation agreements limit who a worker can contact, they do not necessarily prevent someone from seeking or accepting employment elsewhere. However, if a non-solicitation agreement effectively prevents a person from working in their field, it could be challenged under the FTC’s rule.

Our attorneys can help you assess whether your agreement remains legally enforceable under both Texas law and FTC regulations.

 

How to Enforce a Non-Solicitation Agreement

If you suspect a former employee or business associate has violated a non-solicitation agreement, taking swift action is crucial. Steps to enforcement include:

 

1. Gathering Evidence

Collect emails, call logs, or other communications that show the individual is actively soliciting clients or employees.

 

2. Sending a Cease-and-Desist Letter

Your attorney may issue a formal cease-and-desist letter, warning the individual to stop their actions immediately. This can often resolve disputes without further legal action.

 

3. Seeking an Injunction

If the violations continue, you may file a lawsuit seeking injunctive relief, which is a court order requiring the person to comply with the agreement.

 

4. Pursuing Monetary Damages

If your business suffers financial losses due to the violation, you can seek compensation through litigation.

At The Spencer Law Firm, we provide aggressive legal representation to enforce non-solicitation agreements and protect your business interests.

 

Can You Negotiate a Non-Solicitation Agreement?

Yes. Non-solicitation agreements are negotiable, and it is always advisable to have an attorney review any agreement before signing. If you are asked to sign a non-solicitation clause, whether during hiring, as part of a severance package, or within a business contract, we can help ensure the terms are fair and enforceable.

Our Texas contract law attorneys can assist in negotiating agreements that protect your business while remaining legally sound.

 

Speak with a Texas Non-Solicitation Attorney Today

With decades of experience handling non-solicitation and non-compete disputes, The Spencer Law Firm offers trusted legal guidance to businesses across Texas.

Our services include:

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• Drafting and reviewing employment agreements, vendor contracts, partnership agreements, and shareholder agreements

• Advising on enforceability under Texas law and FTC regulations

• Litigating non-solicitation disputes to protect your business assets

 

Contact us today at (713) 961-7770 or send us a message online to schedule a consultation.

 

FAQs About Non-Solicitation Agreements in Texas

1. How long can a non-solicitation agreement last in Texas?

Texas courts typically enforce agreements lasting between 6 months to 2 years, depending on the industry and business interests involved.

 

2. Can an employee refuse to sign a non-solicitation agreement?

Yes, but employers may require it as a condition of employment. Employees should seek legal counsel before signing.

 

3. What happens if a non-solicitation agreement is too broad?

If an agreement is overly restrictive, a Texas court may modify or void it. Proper drafting ensures enforceability.

 

4. Do independent contractors need non-solicitation agreements?

Yes. Contractors often have access to sensitive business relationships and should be subject to the same protections as employees.