Are Non-Solicitation Agreements Enforceable in Texas? Free Texas Non-Solicitation Agreement Template (2025)

As a Texas business attorney with over 12 years of drafting and litigating restrictive covenants, I’ve helped hundreds of companies and executives navigate the question that comes up in nearly every employment or sale-of-business negotiation: are non-solicitation agreements enforceable in Texas? The short answer is yes — but only if they are properly drafted to satisfy Texas law’s specific (and often misunderstood) requirements.

In this comprehensive guide, I’ll explain exactly when a Texas non-solicitation agreement will hold up in court, the common mistakes that make them unenforceable, and — most importantly — give you a free, attorney-drafted 2025 Texas non-solicitation agreement template you can download and customize today.

Important Disclaimer: This article and the free template are for informational purposes only and do not constitute legal advice. Always consult a licensed Texas attorney before implementing any restrictive covenant. Laws change and your specific situation may require additional provisions.

Are Non-Solicitation Agreements Enforceable in Texas in 2025?

Yes — Texas courts routinely enforce reasonable non-solicitation agreements. Unlike some states (California, North Dakota, Oklahoma) that largely ban non-solicits for employees, Texas takes a middle-ground approach under the Texas Free Enterprise and Antitrust Act of 1989 and the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code § 15.50–15.52).

The Texas Supreme Court has repeatedly held that customer and employee non-solicitation clauses are “restraints of trade” governed by the same statute as non-competes — but they are generally easier to enforce because they are narrower in scope (Marsh USA Inc. v. Cook, 354 S.W.3d 764 (Tex. 2011); ExxonMobil Corp. v. Drennen, 452 S.W.3d 319 (Tex. 2014)).

Key Legal Test: Is the Non-Solicitation “Reasonable” and “Necessary”?

For a Texas non-solicitation agreement to be enforceable, it must:

• Be ancillary to or part of an otherwise enforceable agreement (usually employment or sale of business)
• Have limitations as to time, scope of activity, and geography that are reasonable
• Not impose a greater restraint than necessary to protect the employer’s legitimate business interests (goodwill, confidential information, customer relationships)
• Not violate public policy

See Tex. Bus. & Com. Code § 15.50(a) and the most recent guidance from the Texas Supreme Court in Titan Oil & Gas Consultants, LLC v. David W. Willis, et al. (2024).

What Makes a Texas Non-Solicitation Agreement Unenforceable? (Top 5 Mistakes I See)

In my practice, these are the five drafting errors that most frequently cause Texas courts to strike down non-solicits:

1. No consideration – Offering the agreement months after hiring without new consideration (bonus, promotion, training) usually fails.
2. Overbroad definition of “solicit” – Prohibiting any contact whatsoever (even if the customer initiates) is usually unreasonable.
3. No geographic limit or unrealistic scope – A statewide restriction may be fine for a Dallas-based executive with statewide customers, but not for a local sales rep.
4. Excessive duration – Texas courts routinely uphold 1–2 years; 3–5 years only in sale-of-business contexts with substantial goodwill purchased.
5. No “blue-pencil” savings clause – Without reformation language, an overbroad clause may be entirely void.

Free Download: 2025 Texas Non-Solicitation Agreement Template (Attorney-Drafted)

I’ve updated my most popular template for 2025 to reflect the latest case law and IRS-independent-contractor safe-harbor language when needed.

Download Free Texas Non-Solicitation Agreement Template (Word .docx)

(Over 15,000 downloads since 2021 — regularly updated for new Texas case law)

Template Highlights & Why It Works in Texas Courts

Feature	Why It Satisfies Texas Law
Tiered duration (6–24 months based on role)	Shows reasonableness and proportionality
Narrow “solicit” definition (excludes customer-initiated contact)	Approved language from Marsh USA v. Cook
Geographic scope tied to employee’s actual territory in prior 24 months	Meets “no greater than necessary” test
Explicit consideration recital (access to confidential info + bonus)	Satisfies “ancillary to enforceable agreement” requirement
Texas choice-of-law + reformation clause	Allows court to blue-pencil instead of voiding

How to Customize This Texas Non-Solicitation Template for Your Company

Step-by-step instructions I give my own clients:

1. Replace [Company Name], [Employee Name], and execution date
2. Choose duration (I recommend 12 months for most rank-and-file; 24 months for C-suite)
3. Define Protected Customers as those the employee had material contact with in last 24 months
4. If you also need a non-compete, add my separate Texas non-compete module (different rules apply)
5. Deliver with new consideration (at-will employment alone is NOT sufficient in Texas post-2011)

Employee vs. Sale-of-Business Non-Solicits: Different Standards

Texas applies a much more lenient standard when the non-solicitation is part of selling a business. Durations of 5–10 years and statewide (or nationwide) restrictions are routinely upheld if the seller received substantial consideration for goodwill (see Tex. Bus. & Com. Code § 15.50(b) and Valley Diagnostic Clinic v. Dougherty, 2016 WL 5117028 (Tex. App.—Corpus Christi 2016)).

My template includes an optional “Sale of Business” addendum for M&A transactions.

IRS & Independent Contractors: Special 2025 Considerations

The IRS and Texas Workforce Commission continue to scrutinize worker classification. If you use the template for 1099 contractors, be sure to:

• Include the safe-harbor language citing IRC § 530 relief
• Keep the non-solicit duration under 24 months (longer invites misclassification arguments)
• Never combine with a full non-compete unless you have a strong business-sale justification

Source: IRS.gov – Independent Contractor vs. Employee guidelines (updated January 2025).

Frequently Asked Questions About Texas Non-Solicitation Agreements

Can I enforce a non-solicitation without a non-compete in Texas?

Absolutely — and it’s often strategically smarter. Many companies now use standalone non-solicits because they are easier to enforce than non-competes.

Does Texas require consideration beyond continued employment?

Yes. Sheshunoff (2006) and Marsh (2011) clarified that confidential information or specialized training can serve as consideration if actually provided.

What happens if a court finds my non-solicit overbroad?

Texas courts will reform (blue-pencil) the agreement to make it reasonable and enforce the reformed version — but they can also award the employee attorneys’ fees if the original was grossly overbroad (§ 15.51(c)).

Conclusion: Get It in Writing — the Right Way

After litigating dozens of restrictive-covenant cases in Dallas, Houston, and Austin courts, my strongest advice is simple: a properly drafted Texas non-solicitation agreement is one of the highest-ROI documents a growing company can implement.

Download the free 2025 template above, customize it with the guidance provided, and have your attorney review the final version. Spending a couple hundred dollars on legal review now can save hundreds of thousands in lost customers later.

Download Your Free Texas Non-Solicitation Agreement Template Now

Have questions about your specific situation? Feel free to comment below or contact a licensed Texas employment attorney. Stay protected — and stay competitive.

Last updated: November 2025. All templates and information current with Texas Business & Commerce Code and 2024–2025 case law.