Texas Non-Solicitation Agreement Attorneys

We Draft, Review, and Enforce Non-Solicitation Agreements Across Texas

Non-solicitation agreements are contractual provisions that prohibit a departing employee, contractor, or business partner from actively soliciting your clients or employees after the relationship ends. Unlike a non-compete agreement, a non-solicitation agreement does not restrict where someone works or what industry they work in. It restricts who they can take with them when they go.

Used correctly, non-solicitation agreements protect three things most Texas business owners cannot afford to lose: established client relationships built over years, skilled employees who are hard to replace, and business stability during a transition, dissolution, or acquisition.

Texas law treats non-solicitation agreements similarly to non-compete agreements – they must meet specific enforceability standards to hold up in court. A properly drafted agreement gives you real options: grounds to seek a court order stopping the solicitation, a claim for the business already lost, and a way to protect the relationships that remain.

On This Page

• What Is a Non-Solicitation Agreement?
• How Non-Solicitation Agreements Prevent Customer and Employee Poaching
• Are Non-Solicitation Agreements Enforceable in Texas?
• Which Texas Business Agreements Commonly Include a Non-Solicitation Clause?
• Non-Solicitation Agreements for Texas Healthcare Providers
• Non-Solicitation Agreements vs. Non-Compete Agreements
• Did the FTC Ban Non-Solicitation Agreements?
• How Can You Enforce a Non-Solicitation Clause?
• Can You Negotiate a Non-Solicitation Agreement?
• Call to Speak With a Texas Non-Solicitation Attorney

At Hendershot Cowart P.C., our business law and litigation attorneys help Texas businesses draft enforceable non-solicitation agreements, review agreements before signing, and enforce them when they are violated. Call (713) 783-3110 or contact us online to schedule a consultation.

A non-solicitation agreement – sometimes written as one word, nonsolicitation – is a contractual provision that prohibits a departing employee, contractor, or business partner from actively soliciting the employer's clients or current employees after the relationship ends. Unlike a non-compete agreement, it does not prevent the former employee from working for a competitor or in the same industry – it prevents them from taking established business relationships with them when they go.

Non-solicitation agreements typically restrict one or both of the following:

• Customer solicitation – prohibiting the former employee from reaching out to the employer's clients, customers, or prospects to draw their business away
• Employee solicitation – prohibiting the former employee from recruiting current colleagues to follow them to a new employer or competing venture

Non-solicitation clauses can be included in employment agreements, independent contractor agreements, partnership agreements, and shareholder agreements. They are frequently used alongside non-compete and confidentiality agreements as part of a broader framework for protecting a business's client relationships, workforce, and proprietary information.

In Texas, non-solicitation agreements are governed by the same statute as non-compete agreements. You must meet the same core enforceability requirements – including adequate consideration and reasonable restrictions on scope and duration.

Consider these scenarios in which a non-solicitation agreement could prevent harm to your business:

1. Scenario #1: Imagine you run a financial planning firm. Your advisors build strong, trusting relationships with your clients over time. A non-solicitation agreement with departing advisors can prevent them from contacting those clients directly to try to take them to a new firm.
2. Scenario #2: Let's say your company develops a unique software program. You hire talented programmers to work on it, and one programmer leaves. A non-solicitation agreement can prevent that employee from enticing the rest of the team to join a competitor or competing venture. 
3. Scenario #3: In a competitive industry with a limited pool of skilled workers, a non-solicitation agreement can prevent vendors, contractors, or clients from recruiting your talented employees.
4. Scenario #4: Your business partnership dissolves. A non-solicitation clause prevents either partner from poaching the other's clients after a breakup. This safeguards your network while you stabilize the business and decide what to do next.
5. Scenario #5: If your company is being acquired, a non-solicitation agreement can prevent former employees or independent contractors from raiding your workforce during the transition period. 

Non-solicitation agreements are enforceable in Texas, but with some important caveats. Texas treats non-solicitation covenants as non-competition covenants under the Texas Covenants Not to Compete Act, which means they must comply with the same stringent requirements, including:

• The agreement must be reasonable in geographic scope, duration, and extent of prohibited activity (e.g., restricting only direct contact, not general marketing).
• The agreement must be ancillary to an otherwise enforceable agreement (attached to a larger valid contract, such as an employment agreement or a sale of the business) and supported by adequate consideration (something of value in return, such as confidential information or specialized training).
• The agreement must protect legitimate business interests, such as trade secrets, confidential client information, or established relationships. For example, client lists easily discerned from an internet search are not a legitimate business interest.

Non-solicitation clauses are not just an employment agreement issue. Any time someone gains access to your client relationships, your team, or your pricing, your contract with that party should include the same protection. 

In Texas, non-solicitation clauses commonly appear in:

• Employment agreements. The most common setting, and the most frequently litigated. Employers typically restrict both customer solicitation and recruiting of former colleagues.
• Confidentiality and nondisclosure agreements. Companies exploring a deal often add non-solicitation terms to the NDA so the other side cannot use the process to recruit staff or approach customers.
• Business purchase agreements. When you buy a business, much of what you are paying for is goodwill: the customer relationships and the reputation the seller built. A non-solicitation covenant keeps the seller from taking those relationships back.
• Partnership agreements. These clauses protect the remaining partners when one departs with client rapport built inside the business.
• LLC operating agreements. Non-solicitation terms often prevent departing members from soliciting both employees and customers, and extend for a set period after a member leaves.
• Independent contractor agreements. Contractors often have the same access employees do. Drafting requires care here since restrictive terms can later be pointed to as evidence of an employment relationship.
• Franchise agreements. Post-termination restrictions on soliciting employees or customers are standard in franchise relationships.
• Equity, bonus, and severance agreements. Restrictions signed at promotion or when equity is granted routinely survive the working relationship.

As with other industries, non-solicitation agreements involving healthcare providers in Texas must be ancillary to an otherwise enforceable agreement and cannot go beyond what is necessary to protect legitimate business interests. In addition, physicians and certain other healthcare providers are subject to additional mandatory requirements, including a buyout provision and patient access protections.

A Texas law that took effect September 1, 2025, changed how physician non-competes and non-solicitation agreements are structured and enforced. Courts apply these requirements strictly, and an agreement that misses one of them is vulnerable. For a full breakdown of the current rules, see our page on physician non-compete agreements.

Healthcare adds another layer of complexity: Patient solicitation restrictions must be balanced against public policy concerns, including patient access to care and continuity of the physician-patient relationship.

Consult a medical contracts attorney for specific guidance on non-solicitation agreements for healthcare providers. 

Even though Texas law considers non-solicitation agreements similar to non-compete agreements, there are key differences:

• Non-compete agreements prevent employees from using knowledge gained from their employer to work for a competing business within a specific geographical area.
• Non-solicitation agreements restrict a former employee’s ability to solicit clients or current employees from their former employer.

Unlike a non-compete, a non-solicitation agreement doesn't prevent a former employee from working for a competitor; it limits their ability to take the company's business relationships with them.

For a side-by-side comparison, read our blog, “Non-Compete vs. Non-Solicitation Agreements in Texas: What's the Difference and Which Do You Need?”

No – and the FTC's effort to ban non-compete agreements nationwide has itself come to an end. A federal court struck down the rule in August 2024, and in September 2025 the FTC formally abandoned its appeal and dropped the case entirely. State law still governs non-compete and non-solicitation agreements.

Non-solicitation agreements were never actually part of the proposed ban. The FTC's position was that non-solicitation agreements are generally not non-compete clauses because, while they restrict who a worker may contact after leaving a job, they do not, by their terms, prevent a worker from seeking or accepting other work or starting a business. The FTC did note that a non-solicitation agreement could function as a non-compete if drafted so broadly that it effectively prevented a worker from finding new employment – but that was a narrow exception, not the general rule.

What has not changed is the FTC's focus on agreements that harm worker mobility without a legitimate business justification. Non-solicitation agreements that are overbroad – covering employees who had no access to confidential client information, or restricting contact with clients the employee never personally served – remain vulnerable to scrutiny even without a formal ban.

Enforcing a non-solicitation clause (usually contained within an employment or partnership agreement) begins with collecting evidence. Your attorney can help you identify and gather evidence that demonstrates a clear violation of the agreement. This might include emails, call logs, or social media posts where the former employee or partner is demonstrably soliciting clients or employees in breach of the agreement.

Next steps may include:

• Send a cease-and-desist letter. Your attorney may advise you to send a cease-and-desist letter outlining the specific violations of the agreement and demanding they stop soliciting immediately. This can serve as a warning and potentially resolve the issue without further action.
• Seek injunctive relief. Another legal strategy is to file a lawsuit claiming breach of the non-solicitation agreement and ask the courts for injunctive relief – essentially a court order demanding that the opposing party stop violating the agreement immediately.
• Seek monetary damages. Depending on the severity of the violation and the losses incurred, you might also seek monetary damages to compensate for the harm caused by the solicitation activities.

If you believe someone has violated a non-solicitation agreement, our Texas attorneys can help you document the breach, stop the solicitation, and pursue the remedies available under Texas law and your contract.

Stop employee poaching: Speak to our non-solicitation attorneys today at (713) 783-3110 or contact us online. 

Almost every contract is negotiable. The terms of a non-solicitation agreement are no different. If you are asked to sign a non-solicitation or non-compete agreement upon employment, as part of a severance package, or at any point during a business relationship, ask an attorney to review it first.

Our Texas contract law attorneys can help you ensure your non-solicitation agreement is fair, enforceable, and protects critical investments in client and employee development without placing an unreasonable burden on the other party.

Since 1987 – nearly 40 years – our attorneys have worked both sides of non-solicitation and non-compete disputes. We draft these agreements, and we enforce them when they are violated. 

We can examine your business needs and draft or review employment agreements, vendor agreements, licensing agreements, shareholder or partnership agreements, and operating agreements with built-in non-solicitation provisions. 

Schedule a consultation with our non-solicitation agreement lawyers in Houston, Texas, by calling (713) 783-3110 or send us a message online.