Texas Non-Solicitation Agreements

By Catherine A. Keith · Last updated July 15, 2026

Non-solicitation agreements occupy an important middle ground in Texas restrictive covenant practice. They restrict less than full non-competes, the restricted party can still work for competitors and compete for general business, but they protect the customer relationships and workforce stability that often matter most to employers. Properly drafted, they are typically easier to enforce than traditional non-competes and less disruptive to former employees’ livelihoods.

Texas treats most non-solicitation agreements under the same Business and Commerce Code Chapter 15 framework that governs non-competes. The “ancillary to an otherwise enforceable agreement” requirement, the reasonable time/geographic area/scope limitations, and the reformation framework all apply. But the practical reasonableness analysis differs because the restriction itself is narrower.

Both kinds, the customer non-solicit and the employee non-solicit, follow from that single distinction, and both are treated below.

The Chapter 15 framework applies

Texas Business and Commerce Code section 15.50 governs all covenants not to compete and is generally applied to non-solicitation provisions because they restrain trade in a similar way. The same elements must be satisfied:

• The covenant must be ancillary to an otherwise enforceable agreement (typically employment, but also business sale and other contexts).
• The limitations as to time, geographic area, and scope of activity to be restrained must be reasonable.
• The limitations must not impose a greater restraint than is necessary to protect the goodwill or other business interest of the promisee.

What changes in the non-solicitation context is the practical content of “reasonable”, the scope is inherently narrower than a full non-compete, so different limits apply.

Customer non-solicitation

Customer non-solicits restrict approaches to specific customers or categories of customers. The reasonableness analysis turns on:

Scope of customers covered. Provisions limited to customers the restricted employee actually serviced or learned material confidential information about are generally enforceable. Provisions reaching all customers of the employer regardless of the employee’s relationship to them are vulnerable. The narrower the customer list (and the more clearly tied to the employee’s specific work), the stronger the enforceability.

Type of contact restricted. Provisions restricting “direct or indirect solicitation” are common. Provisions restricting acceptance of unsolicited business from customers who approach independently are more problematic, the customer’s choice to approach the former employee is not really a “solicitation” by the employee.

Duration. Texas courts generally accept one to two years as reasonable in most industries. Three years is sometimes upheld for senior personnel or specialized industries. Longer durations require strong justification.

Geographic component. Customer non-solicits often do not need a geographic limitation because the customer list itself defines the scope. Adding a separate geographic restriction can produce overbreadth without adding meaningful protection.

The cleanest customer non-solicits identify the protected customer relationships specifically, by category if not by name, and limit the restriction to active solicitation rather than incidental contact.

Employee non-solicitation

Employee non-solicits restrict recruitment of the former employer’s workforce. The reasonableness analysis here turns on:

Scope of employees covered. Provisions limited to employees the restricted party knew, worked with, or learned material information about during employment are generally enforceable. Provisions reaching any employee of the former employer regardless of relationship are more vulnerable.

Type of contact restricted. Provisions restricting active recruitment, targeted solicitation, or specific contact are common and generally enforceable. Provisions restricting acceptance of applications from employees who approach independently raise problems.

Duration. One to two years is the typical reasonable range, with some flexibility for specialized contexts.

Trade secret connection. Employee non-solicits often appear in agreements that also protect trade secrets. The employer’s interest in preventing competitors from learning trade secret information through hired employees provides a strong rationale for the restriction.

Employee non-solicits are usually easier to enforce than customer non-solicits because they create less interference with the restricted party’s livelihood. The restricted party can still work in the industry, can still compete for customers, and is only prevented from poaching specific people from the former employer.

The reformation framework

Texas Business and Commerce Code section 15.51(c) requires courts to reform overbroad non-solicitation provisions to make them reasonable, rather than declaring them unenforceable. The court modifies the time, geographic area, or scope of activity to make the restriction reasonable, then enforces as reformed.

The reformation framework has important consequences:

Reformation eliminates damages recovery before reformation. The employer cannot recover damages for breaches that occurred before the reformation. Only injunctive relief going forward is available on the reformed provision.

Reformation eliminates attorney’s fees recovery. Section 15.51(c) specifically denies attorney’s fees to the employer when reformation is required.

Reformation does not save unenforceable agreements. The underlying agreement still has to satisfy the threshold “ancillary to an otherwise enforceable agreement” requirement. Provisions in agreements that fail that threshold are not just overbroad they are unenforceable, and reformation does not cure them.

The reformation framework rewards employers who draft conservatively. Provisions that are reasonable as drafted produce full damages recovery and attorney’s fees. Provisions that require reformation produce only forward-looking injunctive relief.

Drafting principles

Effective non-solicitation provisions:

Tie the restriction to the employee’s specific work. Cover customers the employee actually serviced or learned about. Cover employees the restricted party worked with or supervised.

Limit the duration to defensibly reasonable terms. One to two years works for most contexts. Longer durations require specific justification.

Define the prohibited contact precisely. Active solicitation, targeted approach, or specific recruitment are appropriate restrictions. Acceptance of unsolicited business or applications is problematic.

Avoid geographic overlay where unnecessary. Customer non-solicits typically do not need separate geographic restrictions; the customer list defines the scope.

Integrate with confidential information protections. The employer’s protectable interest is the customer goodwill or workforce stability built through the employee’s access to confidential information. The agreement should establish that foundation clearly.

Include reasonable consideration. The Chapter 15 requirement of an otherwise enforceable agreement means the underlying employment relationship has to support meaningful consideration. At-will employment alone is insufficient for new restrictions; new or continued consideration must accompany imposition of the restriction.

Enforcement strategy

When a former employee or competitor violates the non-solicit:

Document the breach carefully. Identify the specific customers contacted, employees solicited, or other prohibited conduct.

Move quickly. Many non-solicit cases benefit from temporary restraining orders early, before the prohibited contacts produce ongoing competitive injury. See TROs in Business Cases.

Pair with tortious interference claims against the new employer who knowingly induced the breach. See Tortious Interference with Contract.

Pair with trade secret claims when confidential information was also misappropriated. See Trade Secret Misappropriation Under TUTSA.

Defense strategy

For former employees facing non-solicit claims:

Attack the threshold “ancillary to otherwise enforceable agreement” requirement. Many non-solicits fail at this threshold and cannot be saved by reformation.

Attack the reasonableness of the scope. Identify the specific limitations that are unreasonable and push for reformation.

Develop the conduct factually. Whether specific contact was “solicitation” or customer-initiated, whether specific employees were within the covered scope, and whether the contact was within the duration are all fact-intensive issues that often defeat or narrow claims.

Consider counterclaims. Aggressive enforcement of overbroad non-solicits can produce counterclaims for tortious interference with prospective relations, malicious prosecution, and other theories.

Drafting narrow, enforcing fast

We draft non-solicits conservatively, because the Chapter 15 reformation framework punishes overbroad drafting by stripping damages and attorney’s fees, and a tightly drawn provision keeps the full remedy on the table. When one is violated, we push for fast injunctive relief, since the practical value of a non-solicit lives or dies on stopping the prohibited contacts quickly. And we run the enforcement alongside trade secret and tortious interference claims where the facts support them, because the combined theory broadens the remedies and sharpens the settlement leverage.

The narrowness that makes a non-solicit easier to enforce also makes it easy to overdraw. The provision that protects you is the one tied to the specific customers and people this employee actually touched. Not the one that reaches everyone.