Are Non-Solicitation Agreements Enforceable in Texas?

Non-solicitation agreements are enforceable in Texas, but only when they meet the same statutory test that governs non-competes. The agreement has to be attached to a broader enforceable contract, backed by something of real value the employer actually delivers (usually confidential information or trade secrets), and limited to restrictions on time, geography, and scope that are no greater than necessary to protect a legitimate business interest. Agreements that overreach don’t automatically fail. Texas courts will rewrite them and enforce the trimmed-down version, though an employer who pushes an unreasonable restriction can end up paying the employee’s legal fees.

The Statutory Test Every Agreement Has to Pass

Texas doesn’t treat non-solicitation clauses as their own category. The Texas Supreme Court has held that clauses restricting a former employee from contacting clients or recruiting coworkers restrain trade, so they fall under Texas Business and Commerce Code § 15.50, the same statute that governs non-competes.¹

That statute imposes two requirements. The covenant must be “ancillary to or part of an otherwise enforceable agreement” when it’s made, and the limits on time, geography, and scope of activity must be reasonable and no broader than necessary to protect the employer’s goodwill or other business interest. Section 15.52 makes these rules exclusive, so no matter what the contract calls itself, a Texas non-solicitation clause lives or dies under § 15.50.²

Consideration: Where Most Agreements Actually Fail

A standalone promise not to solicit, handed to you with nothing in return, is unenforceable. The restriction has to be tied to something of real value flowing from the employer to you.

The Texas Supreme Court has held that when an employer promises to give an employee confidential information or specialized training in exchange for the employee’s promise not to compete or solicit, the covenant becomes enforceable once the employer actually delivers on that promise.³ “Actually” is the operative word. A promise to share trade secrets that the employer never follows through on leaves the covenant without consideration.

Simply offering at-will employment is generally not enough. The Texas Workforce Commission has noted that Texas public policy favors competition, and courts expect a concrete exchange before restricting someone’s ability to earn a living.⁴ In practice, the most common valid forms of consideration are access to proprietary client lists, training in proprietary methods, or ongoing access to trade secrets during employment. Timing helps too. Providing the confidential information at or near the signing date strengthens the agreement; a long gap between signing and receiving anything of value gives the employee an opening.

Reasonable Time, Geography, and Scope

Even a properly anchored agreement still has to be reasonable on three dimensions.¹

Duration. Texas has no statutory cap, but restrictions of one to two years are the most commonly upheld range. A five-year ban on client contact will face serious skepticism, and the further past two years a restriction runs, the harder it becomes for the employer to show it’s necessary.⁴

Geography. The restriction should match the territory where you actually worked or maintained client relationships. If you only managed accounts in Dallas–Fort Worth, a statewide or nationwide ban is likely overbroad. Some non-solicitation clauses skip geographic limits entirely and restrict contact only with specific named clients, which courts tend to view more favorably.

Scope of activity. The prohibited conduct has to be defined narrowly enough to protect the employer without blocking you from earning a living. A clause barring “any contact” with former clients, including responses to their unsolicited calls, reaches further than most courts will allow.

What Counts as Solicitation

Non-solicitation agreements in Texas typically target two categories of conduct: contacting the employer’s clients and recruiting the employer’s workers.

Client Solicitation

The line courts draw is between actively pursuing a client and being available when a client independently reaches out to you. If a former client calls you on their own, that’s generally not a violation. If you’re the one placing the call, sending the email, or scheduling the pitch meeting, that’s active solicitation.

The distinction gets harder when a client makes first contact but you use the conversation to encourage them to switch. Some courts have found this crosses into solicitation regardless of who dialed the phone. The substance of what passes between you and the client matters more than who initiated contact.

Recruiting Former Coworkers

Anti-raiding provisions bar you from recruiting former colleagues to your new company. Texas treats them the same as any other restrictive covenant and holds them to the same § 15.50 requirements.¹ Without an enforceable anti-raiding clause, a former employee is generally free to recruit former colleagues unless the conduct amounts to tortious interference or involves misusing confidential information to target specific people.

Social Media

There is no uniform rule on when LinkedIn activity crosses into prohibited solicitation. Courts run a fact-specific inquiry focused on the substance of the communication, not the platform.

A general announcement of a job change rarely qualifies as solicitation. The more detail you add, though, the more risk you take. A post that names your new employer, describes the services you now offer, and includes updated contact information is more likely to be treated as a targeted sales pitch. Context also matters. If you previously used the same account to interact with clients on behalf of your former employer, a court may view your post-departure activity there more skeptically. Employers who want to restrict online outreach usually need to say so explicitly in the agreement; without specific language, courts are reluctant to stretch a traditional non-solicitation clause to cover routine social media use.

What Happens When an Agreement Goes Too Far

Texas law is unusually employer-friendly here. Some states use a strict “blue pencil” approach where courts can only cross out offending language. Texas requires its courts to actively rewrite overbroad restrictions. Section 15.51(c) directs a court to reform unreasonable time, geographic, or scope limits to make them reasonable and then enforce the revised version.⁵

A Texas court can add a geographic restriction that wasn’t there, or trim a five-year ban to two years, rather than throwing the whole agreement out. For employees, that means an overbroad agreement isn’t a free pass; you’ll likely be held to the rewritten version. There is one meaningful limit: after reformation, the court can only issue injunctive relief, not money damages for conduct that happened before the agreement was rewritten.

When the Employee Can Recover Attorney’s Fees

If the primary purpose of the agreement was employment, and the employee shows that the employer knew when the contract was signed that the covenant was unreasonable and still tried to enforce it beyond what was necessary, the court may award the employee’s costs and reasonable attorney’s fees.⁵ The provision discourages employers from drafting aggressive restrictions they know won’t hold up and banking on the court’s reformation power to save them.

What a Breach Can Cost You

Under § 15.51(a), a court can award the employer damages, injunctive relief, or both when a non-solicitation agreement is breached.⁵

The remedy that usually hits hardest is a temporary restraining order or temporary injunction ordering you to stop soliciting. To get temporary injunctive relief, an employer generally must show a probable right to recover on the merits and irreparable harm that money alone can’t fix. Threatened loss of client relationships or disclosure of trade secrets to a competitor typically satisfies that standard. The irreparable harm requirement doesn’t apply to a permanent injunction after trial. Even if you win at trial eventually, a temporary injunction can freeze your ability to do business with your most important contacts for months.

Damages usually come in the form of lost profits caused by the breach. Some agreements include a liquidated damages clause setting a predetermined dollar amount. Texas courts enforce these when the amount is a reasonable forecast of likely harm, but a grossly inflated figure designed to punish rather than compensate risks being struck down as a penalty.

Special Rules for Physicians

Licensed physicians in Texas get additional protections under § 15.50(b). A non-solicitation or non-compete agreement with a doctor is enforceable only if it includes all of the following:¹

Access to a list of patients the physician treated within one year before the contract ended.
Access to patient medical records upon the patient’s authorization, with copies available for a reasonable fee.
A mechanism for the physician to buy out the covenant at a reasonable price, or through arbitration if the parties can’t agree.
No restriction on continuing to treat a patient during an acute illness after the contract ends.

An agreement that omits any of these is unenforceable against the physician.

The Federal Picture

The FTC’s proposed rule that would have banned most non-competes nationwide never took effect. Federal courts blocked it, and in September 2025 the FTC dismissed its appeals and agreed to vacatur of the rule.⁶ A February 2026 Federal Register notice formally removed it. The FTC has said it will continue to challenge individual non-compete arrangements it considers unlawful under Section 5 of the FTC Act, but there is no blanket federal ban.

The proposed rule targeted non-competes specifically and would not have directly reached non-solicitation agreements unless a particular clause functioned as a de facto non-compete. With the rule vacated, Texas state law is the framework that decides whether your agreement is enforceable.

1
State of Texas. Texas Business and Commerce Code 15.50 – Criteria for Enforceability of Covenants Not to Compete
2
State of Texas. Texas Business and Commerce Code 15.52 – Preemption of Other Law
3
Justia Law. Alex Sheshunoff Management Services LP v. Johnson
4
Texas Workforce Commission. Conflict of Interest, Trade Secrets, Non-Competition Agreements
5
Justia Law. Texas Business and Commerce Code 15.51 – Procedures and Remedies in Actions to Enforce Covenants Not to Compete
6
Federal Trade Commission. Noncompete