Texas Noncompete Law https://www.texasnoncompetelaw.com/ Wood Hammel, PLLC Mon, 20 Apr 2026 21:12:26 +0000 en-US hourly 1 https://wordpress.org/?v=6.9.4 https://www.texasnoncompetelaw.com/wp-content/uploads/2022/03/cropped-Favicon-6-32x32.png Texas Noncompete Law https://www.texasnoncompetelaw.com/ 32 32 When is a Texas Non-Disclosure Agreement Actually a Non-Compete? https://www.texasnoncompetelaw.com/articles/when-is-a-nondisclosure-agreement-actually-a-noncompete/ Mon, 09 Mar 2026 14:56:00 +0000 https://www.texasnoncompetelaw.com/?p=1185 Many wars have been fought in Texas courts over the enforceability of non-compete agreements. But relatively few have been waged over the enforceability of Texas non-disclosure agreements. The reasons for this are many, including the fact that Texas courts have routinely held that, unlike noncompete agreements, nondisclosure agreements do not restrain trade; hence, they are far more enforceable. Also, litigation over nondisclosure agreements has been relatively sparse because these agreements typically only require a departing employee to refrain from using or disclosing his former employer’s trade secrets. Nondisclosure agreements typically do not prohibit an employee from competing. But what if a nondisclosure agreement goes too far? What if the wording of a nondisclosure agreement is so broad that it is, de facto, a noncompete agreement? In that case, would the usual deference given to nondisclosure agreements apply? For example, consider a Texas non-disclosure agreement that prohibits an employee from: Would a clause like that be as enforceable as a run-of-the-mill NDA? Our experienced Texas contract lawyers will explain what you should know. What Defines a Texas Non Disclosure Agreement? The first step in answering this question is to examine how courts have defined nondisclosure agreements. As one Texas court put it, “Nondisclosure covenants prevent the disclosure of confidential information and trade secrets.” Another court noted, “Nondisclosure covenants do not necessarily restrict a former employee’s ability to compete with the former employer by using the general knowledge, skill, and experience gained from his or her work experience.” As these cases acknowledge, a nondisclosure agreement is designed to protect a company’s confidential information and trade secrets from being used against it—it is not designed to keep a former employee from competing by using his general knowledge and skills. The Impact of Having Overly Broad Texas Non Disclosure Agreement If an NDA is so broad that it “has the practical effect of prohibiting the former employee from using, in competition with the former employer, the general knowledge, skill, and experience acquired former employment,” it may be held to be a noncompete agreement. This is because a nondisclosure agreement that exceeds protecting trade secrets and confidential information may restrain trade like a noncompete. Why Does It Matter if a Nondisclosure Agreement Is a de Facto Noncompete? If a Texas court construes an agreement as a legitimate NDA, it will almost certainly enforce it. Texas courts have consistently held nondisclosure agreements to be enforceable. Conversely, noncompete agreements, to be enforceable, must meet the strict requirements of Tex. Bus. & Comm. Code § 15.50. For example, a noncompete agreement must be reasonable in scope. If an employee convinces a court that a nondisclosure agreement prohibits him from using his “general knowledge and skills,” the court may treat the nondisclosure as a noncompete agreement. Under the statute, an overly broad noncompete agreement must be reformed to make it reasonable. So what?, an employer might ask. Here’s why it matters: Under the Texas statute, if the court is required to reform a noncompete agreement to make it reasonable in scope, no damages can be recovered (on a breach of contract theory) based upon pre-reformation violations of the agreement. From the perspective of the employee who is being sued, reformation of an overly broad agreement is a “get out of jail free” card—it wipes away what has happened in the past (on a contract theory; obviously, if the employer can make a tort theory, like trade secret theft, that’s a different matter). Thus, if an employer wants to maintain its right to recover damages for breach of a nondisclosure agreement, it should ensure that the agreement is reasonable in scope at the outset. The employer does not want the the court to have to reform its covenants because they are too broad. The Jist: Overly Broad Texas NDA’s Are Not Always Better In the realm of noncompete and nondisclosure agreements, “more” is not always better. Employers have an incentive to draft reasonable covenants so that the court will not have to reform them. If a court has to reform an overly broad covenant, it can have the effect of absolving the employee of wrongs that occurred before the reformation happened. Therefore, precision in the drafting of these agreements is extremely important. Contact an Experienced Texas Contract Review Lawyer Texas non-compete and non-disclosure agreements can be more restrictive than they appear at first glance. Speaking with a lawyer can help you clarify your obligations and move forward with confidence. Contact us today for assistance.

The post When is a Texas Non-Disclosure Agreement Actually a Non-Compete? appeared first on Texas Noncompete Law.

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non disclosure agreement texas

Many wars have been fought in Texas courts over the enforceability of non-compete agreements.

But relatively few have been waged over the enforceability of Texas non-disclosure agreements.

The reasons for this are many, including the fact that Texas courts have routinely held that, unlike noncompete agreements, nondisclosure agreements do not restrain trade; hence, they are far more enforceable.

Also, litigation over nondisclosure agreements has been relatively sparse because these agreements typically only require a departing employee to refrain from using or disclosing his former employer’s trade secrets. Nondisclosure agreements typically do not prohibit an employee from competing.

But what if a nondisclosure agreement goes too far?

What if the wording of a nondisclosure agreement is so broad that it is, de facto, a noncompete agreement? In that case, would the usual deference given to nondisclosure agreements apply?

For example, consider a Texas non-disclosure agreement that prohibits an employee from:

  • Using or disclosing their former employer’s trade secrets; and
  • Using or disclosing knowledge gained while working for the employer.

Would a clause like that be as enforceable as a run-of-the-mill NDA?

Our experienced Texas contract lawyers will explain what you should know.

What Defines a Texas Non Disclosure Agreement?

The first step in answering this question is to examine how courts have defined nondisclosure agreements. As one Texas court put it, “Nondisclosure covenants prevent the disclosure of confidential information and trade secrets.”

Another court noted, “Nondisclosure covenants do not necessarily restrict a former employee’s ability to compete with the former employer by using the general knowledge, skill, and experience gained from his or her work experience.”

As these cases acknowledge, a nondisclosure agreement is designed to protect a company’s confidential information and trade secrets from being used against it—it is not designed to keep a former employee from competing by using his general knowledge and skills.

The Impact of Having Overly Broad Texas Non Disclosure Agreement

If an NDA is so broad that it “has the practical effect of prohibiting the former employee from using, in competition with the former employer, the general knowledge, skill, and experience acquired former employment,” it may be held to be a noncompete agreement.

This is because a nondisclosure agreement that exceeds protecting trade secrets and confidential information may restrain trade like a noncompete.

Why Does It Matter if a Nondisclosure Agreement Is a de Facto Noncompete?

If a Texas court construes an agreement as a legitimate NDA, it will almost certainly enforce it. Texas courts have consistently held nondisclosure agreements to be enforceable. Conversely, noncompete agreements, to be enforceable, must meet the strict requirements of Tex. Bus. & Comm. Code § 15.50.

For example, a noncompete agreement must be reasonable in scope. If an employee convinces a court that a nondisclosure agreement prohibits him from using his “general knowledge and skills,” the court may treat the nondisclosure as a noncompete agreement. Under the statute, an overly broad noncompete agreement must be reformed to make it reasonable.

So what?, an employer might ask.

Here’s why it matters: Under the Texas statute, if the court is required to reform a noncompete agreement to make it reasonable in scope, no damages can be recovered (on a breach of contract theory) based upon pre-reformation violations of the agreement.

From the perspective of the employee who is being sued, reformation of an overly broad agreement is a “get out of jail free” card—it wipes away what has happened in the past (on a contract theory; obviously, if the employer can make a tort theory, like trade secret theft, that’s a different matter).

Thus, if an employer wants to maintain its right to recover damages for breach of a nondisclosure agreement, it should ensure that the agreement is reasonable in scope at the outset. The employer does not want the the court to have to reform its covenants because they are too broad.

The Jist: Overly Broad Texas NDA’s Are Not Always Better

In the realm of noncompete and nondisclosure agreements, “more” is not always better. Employers have an incentive to draft reasonable covenants so that the court will not have to reform them.

If a court has to reform an overly broad covenant, it can have the effect of absolving the employee of wrongs that occurred before the reformation happened.

Therefore, precision in the drafting of these agreements is extremely important.

Contact an Experienced Texas Contract Review Lawyer

Texas non-compete and non-disclosure agreements can be more restrictive than they appear at first glance. Speaking with a lawyer can help you clarify your obligations and move forward with confidence.

Contact us today for assistance.

The post When is a Texas Non-Disclosure Agreement Actually a Non-Compete? appeared first on Texas Noncompete Law.

]]> Physician Employment Agreements in Texas https://www.texasnoncompetelaw.com/articles/physician-agreements/ https://www.texasnoncompetelaw.com/articles/physician-agreements/#respond Sun, 08 Mar 2026 15:49:00 +0000 https://www.texasnoncompetelaw.com/?p=478 NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025 Physician employment agreements are very prevalent. Unlike most Texas employees who are employed on an at-will basis, physicians typically have written agreements that can be worth hundreds of thousands, if not millions, of dollars. In our practice, we see many disputes between physicians and their employers from both sides of the fence. Quite often these disputes are between practices or institutions and doctors who are just “hitting their stride,” developing loyal patients and looking at their practice options for the future. At that point, both parties search for the contract they signed and put in a drawer a few years earlier and begin examining its arcane phrases with a scanning electron microscope. The eventual terms of any agreement between a doctor and his or her employer depend on many factors, including the respective bargaining power of the parties. We thought it would be helpful for you to have a road map of the terms you are likely to encounter in your first agreement. Like any document prepared by a lawyer, there is some fine print at the end. In the meantime, give some thought to these items (which by no means exhaust the important provisions of an employment agreement) before you make your first commitment as an employee. For assistance, please don’t hesitate to contact an experienced physician employment contract lawyer today. How Long is the Contract? What is the duration – called the “term” – of the contract? This is the duration of your employer’s commitment to you, and yours to your employer. Is it long enough to allow you to establish your practice? Is it so long that you would be unfairly stuck with a fixed compensation structure while your practice grew? Does the contract automatically renew at the end of the initial term and keep renewing (usually for a year at a time) unless one side cancels with notice (called an “evergreen clause”) – which can be both good or bad, depending on how the contract handles it? Compensation and Incentive Structure How is your compensation set? Is it tied to performance? If so, does the physician employment contract fairly allow you some influence on your performance goals and your employer’s support in meeting them? This tends to be a business term heavily influenced by market factors, but you still need to ensure that your future employer gives you a fair shot to maximize your income. Review incentive compensation and bonuses. When are they paid? What offsets will the practice take for expenses (such as technicians and nursing staff)? If you leave before you receive a bonus, are you entitled to a pro rata share of the bonus or incentive compensation? What Will You Pay Out-of-Pocket? You will have a lot of expenses. Most employers pay or reimburse the basics, but consider some unusual expenses, such as costs associated with providing services at multiple locations, and don’t forget necessary certifications and continuing medical education. Don’t assume that your employer will pay all expenses of you being a doctor – get it clear up front. Vacation Policy Is there a paid vacation policy? What if you can’t or don’t choose to take all your paid vacation? Will the days roll over to the next year, or can you cash out your unused days? Sick Leave/Personal Time What does your employer provide if you are temporarily disabled due to injury or illness? Does the agreement define the term “disability”? If you are disabled, how long will you receive your base compensation? If you have minimum collection requirements in your contract, can this be adjusted to take into consideration a decrease in productivity due to a temporary disability? What Are Your On-Call Obligations? Are your “on call” coverage obligations clearly spelled out? Is call limited to specified locations? What if Your Contract Doesn’t Go to Term? Yes, it happens. That great relationship at the outset of your employment can sour for a multitude of unforeseeable reasons. What conditions allow you or your employer to end the physician employment agreement before the end of its term? The procedures are critical here. This is a major source of litigation, as are: Noncompetition Agreements The hands-down winner in the I-guess-I-need-to-call-a-lawyer sweepstakes is the famous “covenant not to compete” provision, sometimes shortened to “noncompete.” This is a provision that limits (but does not entirely prohibit) an employee’s ability to work elsewhere after the employment ends or is terminated. Some doctors are under the misimpression that these provisions are not enforceable in Texas because they are anticompetitive. Not true. It is true that there are special conditions imposed upon them in Texas, but if those conditions are met, courts will enforce contract provisions that keep you from practicing within a certain geographical area for a certain period of time after your employment ends. The good news is that there are ways to limit the effect of such provisions. Partnership If your employer is a medical practice, consider requiring a commitment on its part to consider you for partnership (or whatever form of ownership the practice uses) after a certain period of time. Your Patients’ Records Your contract may end or your contract may be terminated prematurely. Either way, if you have your own patients you are going to want their records. You need to provide for that in the agreement. What if Laws and Regulations Change? With federal law and regulation changing rapidly with respect to matters such as record keeping, reimbursement, and even compensation itself, employers have begun inserting provisions permitting them to make unilateral changes to the contract to keep it in compliance with law. Sounds reasonable, but you should have notice of the change and the opportunity for input (or the option to bail out). Malpractice Insurance Yes, your employer will provide it, but it’s more complicated than that – what happens when your employment is over? This issue is of particular importance with respect to your second employer and something called tail insurance. Big-dollar...

The post Physician Employment Agreements in Texas appeared first on Texas Noncompete Law.

]]> NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025

Physician employment agreements are very prevalent.

Unlike most Texas employees who are employed on an at-will basis, physicians typically have written agreements that can be worth hundreds of thousands, if not millions, of dollars.

In our practice, we see many disputes between physicians and their employers from both sides of the fence.

Quite often these disputes are between practices or institutions and doctors who are just “hitting their stride,” developing loyal patients and looking at their practice options for the future.

At that point, both parties search for the contract they signed and put in a drawer a few years earlier and begin examining its arcane phrases with a scanning electron microscope.

The eventual terms of any agreement between a doctor and his or her employer depend on many factors, including the respective bargaining power of the parties. We thought it would be helpful for you to have a road map of the terms you are likely to encounter in your first agreement.

Like any document prepared by a lawyer, there is some fine print at the end. In the meantime, give some thought to these items (which by no means exhaust the important provisions of an employment agreement) before you make your first commitment as an employee.

For assistance, please don’t hesitate to contact an experienced physician employment contract lawyer today.

How Long is the Contract?

What is the duration – called the “term” – of the contract?

This is the duration of your employer’s commitment to you, and yours to your employer. Is it long enough to allow you to establish your practice? Is it so long that you would be unfairly stuck with a fixed compensation structure while your practice grew? Does the contract automatically renew at the end of the initial term and keep renewing (usually for a year at a time) unless one side cancels with notice (called an “evergreen clause”) – which can be both good or bad, depending on how the contract handles it?

Compensation and Incentive Structure

How is your compensation set? Is it tied to performance? If so, does the physician employment contract fairly allow you some influence on your performance goals and your employer’s support in meeting them? This tends to be a business term heavily influenced by market factors, but you still need to ensure that your future employer gives you a fair shot to maximize your income.

Review incentive compensation and bonuses. When are they paid? What offsets will the practice take for expenses (such as technicians and nursing staff)? If you leave before you receive a bonus, are you entitled to a pro rata share of the bonus or incentive compensation?

What Will You Pay Out-of-Pocket?

You will have a lot of expenses. Most employers pay or reimburse the basics, but consider some unusual expenses, such as costs associated with providing services at multiple locations, and don’t forget necessary certifications and continuing medical education. Don’t assume that your employer will pay all expenses of you being a doctor – get it clear up front.

Vacation Policy

Is there a paid vacation policy? What if you can’t or don’t choose to take all your paid vacation? Will the days roll over to the next year, or can you cash out your unused days?

Sick Leave/Personal Time

What does your employer provide if you are temporarily disabled due to injury or illness? Does the agreement define the term “disability”? If you are disabled, how long will you receive your base compensation? If you have minimum collection requirements in your contract, can this be adjusted to take into consideration a decrease in productivity due to a temporary disability?

What Are Your On-Call Obligations?

Are your “on call” coverage obligations clearly spelled out? Is call limited to specified locations?

What if Your Contract Doesn’t Go to Term?

Yes, it happens. That great relationship at the outset of your employment can sour for a multitude of unforeseeable reasons.

What conditions allow you or your employer to end the physician employment agreement before the end of its term?

The procedures are critical here. This is a major source of litigation, as are:

Noncompetition Agreements

The hands-down winner in the I-guess-I-need-to-call-a-lawyer sweepstakes is the famous “covenant not to compete” provision, sometimes shortened to “noncompete.” This is a provision that limits (but does not entirely prohibit) an employee’s ability to work elsewhere after the employment ends or is terminated.

Some doctors are under the misimpression that these provisions are not enforceable in Texas because they are anticompetitive. Not true.

It is true that there are special conditions imposed upon them in Texas, but if those conditions are met, courts will enforce contract provisions that keep you from practicing within a certain geographical area for a certain period of time after your employment ends.

The good news is that there are ways to limit the effect of such provisions.

Partnership

If your employer is a medical practice, consider requiring a commitment on its part to consider you for partnership (or whatever form of ownership the practice uses) after a certain period of time.

Your Patients’ Records

Your contract may end or your contract may be terminated prematurely. Either way, if you have your own patients you are going to want their records. You need to provide for that in the agreement.

What if Laws and Regulations Change?

With federal law and regulation changing rapidly with respect to matters such as record keeping, reimbursement, and even compensation itself, employers have begun inserting provisions permitting them to make unilateral changes to the contract to keep it in compliance with law. Sounds reasonable, but you should have notice of the change and the opportunity for input (or the option to bail out).

Malpractice Insurance

Yes, your employer will provide it, but it’s more complicated than that – what happens when your employment is over? This issue is of particular importance with respect to your second employer and something called tail insurance. Big-dollar item.

Dispute Resolution

If you have a dispute over the terms of the employment agreement, how will it be resolved? Frequently (and, in the case of hospitals, almost always) employment agreements provide for mandatory arbitration (that is, the parties cannot go to court; the dispute is heard by a non-judge with no jury). Does the contract provide that both sides must conduct a face-to-face meeting before initiating legal proceedings? Is there a provision requiring the loser to pay legal fees, and, if so, which side does it favor?

Two Sides to Every Story

We have focused here on things that the new doctor is going to want. Your employer is going to want some things, too, and it’s going to insist on them: Getting and keeping your license; maintaining your privileges at hospitals; abiding by the rules and regulations of the practice or institution; complying with legal requirements; and many more.

Still, you want to make sure your employer doesn’t slip in anything unreasonable or phrases it in such a way that it turns out to be at “gotcha” at some later date.

Contact an Experienced Physician Contract Attorney

As noted, this list only hits the highlights. There are many other possible provisions the new employee should carefully heed.

Learn how we can assist you by contacting our firm today.

Browse more physician employment contract articles, written by Attorney Robert Wood:

The post Physician Employment Agreements in Texas appeared first on Texas Noncompete Law.

]]> https://www.texasnoncompetelaw.com/articles/physician-agreements/feed/ 0 10 Tips for Negotiating Your Physician Employment Contract https://www.texasnoncompetelaw.com/articles/physician-employment-contract-negotiation/ https://www.texasnoncompetelaw.com/articles/physician-employment-contract-negotiation/#respond Sun, 01 Mar 2026 17:00:00 +0000 https://www.texasnoncompetelaw.com/?p=1486 NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025 Whether you’re an experienced physician or just out of residency, you should know how to negotiate a proper employment contract. Unfortunately, many physicians make serious mistakes when negotiating the terms of their employment, thereby putting themselves in a vulnerable position. Negotiating a physician employment contract is a deeply complex process. To protect your legal rights and financial interests, it is highly recommended that you work with a skilled professional. In this article, our physician contract attorneys offer the top physician contract negotiation tips that you need to know. 1. Hire an Experienced Physician Contract Attorney In far too many cases, physicians end up with unfavorable terms in their contract because they failed to consult with an attorney before negotiating and signing their employment agreement. It is important to remember that physician contracts are complicated. Employers always work with legal counsel in negotiating and structuring these agreements. There is no reason to go through this alone; you should have your own legal professional by your side. 2. Do Not Wait Too Long to Seek Legal Guidance Current or prospective physicians who are considering accepting a position with a new employer should speak to a physician contract lawyer immediately before starting any negotiations. Your attorney can help you reach an agreement with the best possible terms for your specific interests and needs. While an employment attorney can also be helpful in the contract review stage, the earlier you get legal counsel involved in your case, the better your negotiating position will be. 3. Know Your Goals and Know the Market When negotiating a physician employment contract, it is crucial that a medical professional understands their own value. To get full value and fair contract terms, you need to know your market. What contract terms are important to you? What other options are the available to you? With full information in mind, you can have the clarity you need to effectively work with an attorney who can negotiate a physician employment contract that is truly the best fit for your goals. 4. Know the Conditions of Your Employment In negotiating a physician contract, it can be easy to let your focus drift to your compensation and benefits. To be sure, compensation and benefits are both important factors, and both deserve your attention. At the same time, you should not overlook other key issues. Be sure to review the specific terms of your employment. You have the right to negotiate these terms as well. Everything from emergency room hours and appointment times to office responsibilities and the availability of support staff are valid issues worth consideration and negotiation. 5. Be Sure to Get Everything in Writing Under Texas law, employers can be held to verbal promises. However, enforcing an oral contract is far more challenging that enforcing a clear, well-drafted written agreement. If certain contract terms are important to you, then you need to get those terms in writing. The best way to avoid disputes and protect your interests is to have a carefully structured, written agreement that your physician contract attorney negotiates and reviews. Do not rely on verbal statements. 6. An Offer Letter is Not Finalized In many cases, physicians will receive an offer letter from a prospective future employer relatively late in the negotiation and application process. No matter how late you receive an offer letter, please remember that an offer letter is not final. Until you sign an agreement, you still have the legal right to negotiate the specific terms of the contract. If your offer letter requires a quick response, consult an experienced physician contract review attorney immediately. You may still be able to modify the terms of the deal. 7. Beware of Termination Clauses Proper physician contract negotiation requires careful analysis and discussion of any termination clauses. A ‘great’ physician contract may not be very good at all if the employer can terminate the agreement at virtually any time and for virtually any reason, with limited notice. If you are moving yourself and your family to a new location, you need to be sure that the deal comes with a basic level of security. 8. Watch Out for Restrictive Covenants (Non-Compete Clauses) Under Texas law, a non-compete clause can be enforced as long as it is properly structured. This is a big issue for physicians because employers will often try to include non-compete provisions in these types of employment contracts. Before you sign an agreement, please think very carefully about the non-compete terms. You never know how long you will end up working for this employer. Be sure that you are not agreeing to an overly restrictive non-compete agreement. In addition, if you are willing to sign a non-compete, ensure you are getting fair value for your sacrifice. 9. Think About Malpractice Insurance When practicing medicine in the United States, you need to be sure that you have adequate legal and financial protection. You should negotiate a physician contract that offers sufficient medical malpractice coverage. You must carefully review the contract to determine the scope of malpractice insurance coverage provided in the agreement. It’s important to avoid leaving yourself exposed to unnecessary risk. 10. Know Your Bonus Terms Before signing the agreement, make sure you fully understand the compensation package offered in your physician employment contract. Among other things, this means understanding the bonus terms. You do not have to accept the terms proposed by the employer. In many cases, physician contract attorneys can negotiate more favorable bonus terms for their clients. Contact Our Dallas, TX Physician Contract Attorneys Today At Wood Hammel LLP, our Texas employment law lawyers have extensive experience negotiating physician contracts. To get immediate assistance from our legal team, please contact our law firm today for a confidential case evaluation. From our office in Dallas, we represent clients throughout North Texas, including in Fort Worth, Arlington. Irving, and Plano. Related Posts:

The post 10 Tips for Negotiating Your Physician Employment Contract appeared first on Texas Noncompete Law.

]]> NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025

Physician Contract Negotiation

Whether you’re an experienced physician or just out of residency, you should know how to negotiate a proper employment contract.

Unfortunately, many physicians make serious mistakes when negotiating the terms of their employment, thereby putting themselves in a vulnerable position.

Negotiating a physician employment contract is a deeply complex process. To protect your legal rights and financial interests, it is highly recommended that you work with a skilled professional.

In this article, our physician contract attorneys offer the top physician contract negotiation tips that you need to know.

Before you sign that physician employment contract...

Complete this short form to get answers from attorney Robert Wood.

1. Hire an Experienced Physician Contract Attorney

In far too many cases, physicians end up with unfavorable terms in their contract because they failed to consult with an attorney before negotiating and signing their employment agreement.

It is important to remember that physician contracts are complicated. Employers always work with legal counsel in negotiating and structuring these agreements. There is no reason to go through this alone; you should have your own legal professional by your side.

2. Do Not Wait Too Long to Seek Legal Guidance

Current or prospective physicians who are considering accepting a position with a new employer should speak to a physician contract lawyer immediately before starting any negotiations.

Your attorney can help you reach an agreement with the best possible terms for your specific interests and needs.

While an employment attorney can also be helpful in the contract review stage, the earlier you get legal counsel involved in your case, the better your negotiating position will be.

3. Know Your Goals and Know the Market

When negotiating a physician employment contract, it is crucial that a medical professional understands their own value. To get full value and fair contract terms, you need to know your market. What contract terms are important to you? What other options are the available to you?

With full information in mind, you can have the clarity you need to effectively work with an attorney who can negotiate a physician employment contract that is truly the best fit for your goals.

4. Know the Conditions of Your Employment

In negotiating a physician contract, it can be easy to let your focus drift to your compensation and benefits. To be sure, compensation and benefits are both important factors, and both deserve your attention.

At the same time, you should not overlook other key issues. Be sure to review the specific terms of your employment. You have the right to negotiate these terms as well.

Everything from emergency room hours and appointment times to office responsibilities and the availability of support staff are valid issues worth consideration and negotiation.

5. Be Sure to Get Everything in Writing

Under Texas law, employers can be held to verbal promises. However, enforcing an oral contract is far more challenging that enforcing a clear, well-drafted written agreement.

If certain contract terms are important to you, then you need to get those terms in writing.

The best way to avoid disputes and protect your interests is to have a carefully structured, written agreement that your physician contract attorney negotiates and reviews.

Do not rely on verbal statements.

6. An Offer Letter is Not Finalized

In many cases, physicians will receive an offer letter from a prospective future employer relatively late in the negotiation and application process. No matter how late you receive an offer letter, please remember that an offer letter is not final. Until you sign an agreement, you still have the legal right to negotiate the specific terms of the contract.

If your offer letter requires a quick response, consult an experienced physician contract review attorney immediately.

You may still be able to modify the terms of the deal.

7. Beware of Termination Clauses

Proper physician contract negotiation requires careful analysis and discussion of any termination clauses. A ‘great’ physician contract may not be very good at all if the employer can terminate the agreement at virtually any time and for virtually any reason, with limited notice.

If you are moving yourself and your family to a new location, you need to be sure that the deal comes with a basic level of security.

8. Watch Out for Restrictive Covenants (Non-Compete Clauses)

Under Texas law, a non-compete clause can be enforced as long as it is properly structured. This is a big issue for physicians because employers will often try to include non-compete provisions in these types of employment contracts.

Before you sign an agreement, please think very carefully about the non-compete terms. You never know how long you will end up working for this employer. Be sure that you are not agreeing to an overly restrictive non-compete agreement.

In addition, if you are willing to sign a non-compete, ensure you are getting fair value for your sacrifice.

9. Think About Malpractice Insurance

When practicing medicine in the United States, you need to be sure that you have adequate legal and financial protection. You should negotiate a physician contract that offers sufficient medical malpractice coverage.

You must carefully review the contract to determine the scope of malpractice insurance coverage provided in the agreement.

It’s important to avoid leaving yourself exposed to unnecessary risk.

10. Know Your Bonus Terms

Before signing the agreement, make sure you fully understand the compensation package offered in your physician employment contract.

Among other things, this means understanding the bonus terms. You do not have to accept the terms proposed by the employer. In many cases, physician contract attorneys can negotiate more favorable bonus terms for their clients.

Contact Our Dallas, TX Physician Contract Attorneys Today

At Wood Hammel LLP, our Texas employment law lawyers have extensive experience negotiating physician contracts. To get immediate assistance from our legal team, please contact our law firm today for a confidential case evaluation.

From our office in Dallas, we represent clients throughout North Texas, including in Fort Worth, Arlington. Irving, and Plano.

Related Posts:

The post 10 Tips for Negotiating Your Physician Employment Contract appeared first on Texas Noncompete Law.

]]> https://www.texasnoncompetelaw.com/articles/physician-employment-contract-negotiation/feed/ 0 Texas Executive Employment Agreements: Checklist for Employees https://www.texasnoncompetelaw.com/articles/texas-executive-employment-agreements-checklist-for-employees/ Fri, 16 Jan 2026 14:43:00 +0000 http://texasnoncompete.wp.lexblogs.com/2007/10/texas-executive-employment-agreements-checklist-for-employees/ Employees signing employment agreements in Texas should be mindful of the following potential terms: 1. Term of Employment Employment agreements are typically either for a fixed term or are at-will. An at-will agreement, obviously, can be terminated by either party at any time for any reason. Some executive agreements contain “Evergreen” provisions, which state that the term of the agreement shall be automatically extended unless one of the parties notifies the other of its intention that the agreement expire at the end of the then current term (with such notice typically being due thirty or sixty days before the end of the term).  Moreover, some employment agreements that are purportedly for a fixed term (e.g., a one-year term) also contain provisions pursuant to which the employer may terminate the employee “for any reason” on shorter notice (e.g., “thirty days’ notice”)—such an agreement is in reality a 30-day employment contract. 2. Position, Job Duties, Location Employment agreements routinely contain provisions outlining what the employee’s title will be, what his duties will be, to whom he will report, where he will work, etc. From the employee’s perspective, it is important that these terms be fairly well defined.  For example, does the agreement: 3. Compensation Employment agreements typically reference some guaranteed compensation (e.g., salary) and some discretionary compensation (e.g., bonuses and stock options). On the guaranteed part, employees need to know whether they are to be classified as “exempt” under the FLSA or non-exempt. Employees need to know what must occur for the bonus to be paid. Is payment of the bonus totally discretionary? Does it depend upon the company’s performance, or the employee’s performance, or both? Stock options are often governed by a separate plan and the employee should understand its terms. 4. Termination for Cause Employment agreements often provide that an employee may be terminated for “cause,” and “cause” is defined to include various acts or omissions by the employee. Some of the acts—such as commission of a felony, or embezzlement of company funds—are fairly easy to understand. However, defining “cause” to include the employee’s failure to perform her job duties may be somewhat problematic from the employee’s perspective, because whether the employee is performing well can be subjective. Generally, employees want what constitutes “cause” to be defined as precisely as possible. Even in an at-will employment agreement, whether “cause” exists can be relevant for other reasons—e.g., whether the terminated employee is eligible to receive severance benefits. 5. Termination for Good Reason Employment agreements for a specified term often set forth situations in which the employee may voluntarily resign. “Good reason” for the employee to terminate might exist where the employee is demoted, or his pay is cut, or he his transferred. Again, even in at-will employment situation, the concept of termination for “good reason” might be relevant to whether the employee receives severance benefits. 6. Nondisclosure Agreements Employment agreements routinely contain provisions prohibiting the employee from disclosing the employer’s confidential or proprietary information to a third party. An employee needs to know what information the employer considers to be confidential or proprietary. 7. Noncompete Agreements Especially for salespeople, executives, or managers, employment agreements can contain provisions limiting an employee’s right to compete with the employer, both during and after employment. The provision usually will specify certain activities in which the employee may not engage, and will typically contain a geographic scope as well. The employee will want to fully understand how long the non-compete lasts, and what it precludes the employee from doing (both in terms of the activities to be restrained and the geographical scope of the restrictions). 8. Nonsolicitation Agreements Along with noncompete provisions, executive employment agreements often contain provisions prohibiting the employee from soliciting the employer’s customers, or its employees, or its vendors. In Texas, these provisions can be enforceable, but they are held to the same standard to which noncompete agreements are held—i.e., the employer must give consideration to the employee (such as confidential information) that justifies the nonsolicitation provision, and the provision must be reasonable in scope. 9. Change in Control What happens if the employer is purchased by another company? Should that affect the employee’s obligations? Should the employee be able to escape his noncompete and nonsolicitation obligations? On a related note, should the employer be able to assign the agreement to another company (so that the “new” company can enforce the employee’s noncompete and nonsolicitation obligations)? Employment agreements don’t always address these issues, but employees are wise to think about them. 10. Arbitration Many employment agreements now require disputes between employers and employees to be resolved through binding arbitration rather than court. Provisions like this can be one-sided (i.e., sometimes, only the employee is required to arbitrate its disputes, whereas the employer can go to court). Employers need to be mindful of the effects of agreeing to arbitrate disputes as opposed to litigate them. 11. Choice of Law and Forum Selection Employment agreements usually specify the governing law and sometimes the required venue for disputes. The latter can be costly if it forces an employee to sue in another state.

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]]> Employees signing employment agreements in Texas should be mindful of the following potential terms:

1. Term of Employment

Employment agreements are typically either for a fixed term or are at-will. An at-will agreement, obviously, can be terminated by either party at any time for any reason. Some executive agreements contain “Evergreen” provisions, which state that the term of the agreement shall be automatically extended unless one of the parties notifies the other of its intention that the agreement expire at the end of the then current term (with such notice typically being due thirty or sixty days before the end of the term). 

Moreover, some employment agreements that are purportedly for a fixed term (e.g., a one-year term) also contain provisions pursuant to which the employer may terminate the employee “for any reason” on shorter notice (e.g., “thirty days’ notice”)—such an agreement is in reality a 30-day employment contract.

2. Position, Job Duties, Location

Employment agreements routinely contain provisions outlining what the employee’s title will be, what his duties will be, to whom he will report, where he will work, etc. From the employee’s perspective, it is important that these terms be fairly well defined. 

For example, does the agreement:

  • Allow the employer to transfer the employee out of state, or are there restrictions on their ability to do so? 
  • Permit the employer to alter the employee’s job duties, or to change the person to whom the employee reports? Especially from the employee’s perspective, it is important that the executive employment agreement define these terms with some precision.

3. Compensation

Employment agreements typically reference some guaranteed compensation (e.g., salary) and some discretionary compensation (e.g., bonuses and stock options). On the guaranteed part, employees need to know whether they are to be classified as “exempt” under the FLSA or non-exempt. Employees need to know what must occur for the bonus to be paid. Is payment of the bonus totally discretionary? Does it depend upon the company’s performance, or the employee’s performance, or both? Stock options are often governed by a separate plan and the employee should understand its terms.

4. Termination for Cause

Employment agreements often provide that an employee may be terminated for “cause,” and “cause” is defined to include various acts or omissions by the employee. Some of the acts—such as commission of a felony, or embezzlement of company funds—are fairly easy to understand. However, defining “cause” to include the employee’s failure to perform her job duties may be somewhat problematic from the employee’s perspective, because whether the employee is performing well can be subjective. Generally, employees want what constitutes “cause” to be defined as precisely as possible. Even in an at-will employment agreement, whether “cause” exists can be relevant for other reasons—e.g., whether the terminated employee is eligible to receive severance benefits.

5. Termination for Good Reason

Employment agreements for a specified term often set forth situations in which the employee may voluntarily resign. “Good reason” for the employee to terminate might exist where the employee is demoted, or his pay is cut, or he his transferred. Again, even in at-will employment situation, the concept of termination for “good reason” might be relevant to whether the employee receives severance benefits.

6. Nondisclosure Agreements

Employment agreements routinely contain provisions prohibiting the employee from disclosing the employer’s confidential or proprietary information to a third party. An employee needs to know what information the employer considers to be confidential or proprietary.

7. Noncompete Agreements

Especially for salespeople, executives, or managers, employment agreements can contain provisions limiting an employee’s right to compete with the employer, both during and after employment. The provision usually will specify certain activities in which the employee may not engage, and will typically contain a geographic scope as well. The employee will want to fully understand how long the non-compete lasts, and what it precludes the employee from doing (both in terms of the activities to be restrained and the geographical scope of the restrictions).

8. Nonsolicitation Agreements

Along with noncompete provisions, executive employment agreements often contain provisions prohibiting the employee from soliciting the employer’s customers, or its employees, or its vendors. In Texas, these provisions can be enforceable, but they are held to the same standard to which noncompete agreements are held—i.e., the employer must give consideration to the employee (such as confidential information) that justifies the nonsolicitation provision, and the provision must be reasonable in scope.

9. Change in Control

What happens if the employer is purchased by another company? Should that affect the employee’s obligations? Should the employee be able to escape his noncompete and nonsolicitation obligations? On a related note, should the employer be able to assign the agreement to another company (so that the “new” company can enforce the employee’s noncompete and nonsolicitation obligations)? Employment agreements don’t always address these issues, but employees are wise to think about them.

10. Arbitration

Many employment agreements now require disputes between employers and employees to be resolved through binding arbitration rather than court.

Provisions like this can be one-sided (i.e., sometimes, only the employee is required to arbitrate its disputes, whereas the employer can go to court). Employers need to be mindful of the effects of agreeing to arbitrate disputes as opposed to litigate them.

11. Choice of Law and Forum Selection

Employment agreements usually specify the governing law and sometimes the required venue for disputes. The latter can be costly if it forces an employee to sue in another state.

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]]> Are Vendor Lists Considered Trade Secrets in Texas? https://www.texasnoncompetelaw.com/articles/vendor-lists-as-trade-secrets-in-texas/ Mon, 12 Jan 2026 23:31:00 +0000 https://www.texasnoncompetelaw.com/?p=1224 Many businesses have a list of vendors or suppliers they routinely use in the course of business. This vendor list is often built over years and identifies suppliers known for providing quality products at good value. Arguably, this information qualifies as a trade secret because it was developed through years of trial, error, and financial investment. In a separate post, we discussed the likely use of common law factors in identifying trade secrets under the Texas Uniform Trade Secrets Act. Under the common law, Texas courts utilized a six factor test to determine whether something was a trade secret.  What are the Factors in the Six-Factor Test for Trade Secrets? Those factors are: While the Texas Uniform Trade Secret Act explicitly replaces the common law, other states’ courts with similar statutes have still drawn from the common law by using these six factors. Should Texas follow these states, recent Texas case law applying the common law factors indicates that your company’s list of vendors/suppliers may be entitled to trade secret protection. Texas Court of Appeals Recognizes Vendor List as Trade Secret Under Six-Factor Test In a recent Texas Court of Appeals case, the court examined whether a company’s vendor list qualified as a trade secret. It did so to decide if the information was protected from discovery under the trade secret privilege. The company seeking the trade secret protection was part of the salon haircare product diversion industry. Within that industry, companies divert products outside of their normal, authorized, distribution channels. Due to the nature of the industry, product supply is limited, making supplier identities more valuable. The company seeking protection established the following: After reviewing this evidence and weighing the six common law factors, the court found the company’s supplier information was a trade secret. It was therefore protected under the trade secret privilege. While this case did not involve a misappropriation of trade secrets claim, it did firmly establish that, under the six factor test, a vendor can, in fact, be a trade secret.  However, the protection available for you and your business depends greatly on how well you protect the information. It also depends on the value of the information you seek to protect. Contact Our Texas Business Lawyers for Assistance At Wood Hammel LLP, our attorneys are up-to-date on the law pertaining to all avenues available for protecting your business’s confidential information and trade secrets. Whether or not your business is facing a breach of your confidential and proprietary information or wanting to prevent a future one, our attorneys can counsel you as to the best options for your company. Reach out to us online today to schedule a consultation.

The post Are Vendor Lists Considered Trade Secrets in Texas? appeared first on Texas Noncompete Law.

]]> Many businesses have a list of vendors or suppliers they routinely use in the course of business.

This vendor list is often built over years and identifies suppliers known for providing quality products at good value.

Arguably, this information qualifies as a trade secret because it was developed through years of trial, error, and financial investment.

In a separate post, we discussed the likely use of common law factors in identifying trade secrets under the Texas Uniform Trade Secrets Act. Under the common law, Texas courts utilized a six factor test to determine whether something was a trade secret. 

What are the Factors in the Six-Factor Test for Trade Secrets?

Those factors are:

  1.  The extent to which the information is known outside the employer’s business;
  2.  The extent to which it is known to employees and others involved in the employer’s business;
  3.  The extent of the measures taken by the employer to guard the secrecy of the information;
  4.  The value of the information to the employer and its competitors;
  5.  The money or effort expended by the employer in developing the information; and
  6.  The ease or difficulty with which others might properly acquire or duplicate the information.

While the Texas Uniform Trade Secret Act explicitly replaces the common law, other states’ courts with similar statutes have still drawn from the common law by using these six factors. Should Texas follow these states, recent Texas case law applying the common law factors indicates that your company’s list of vendors/suppliers may be entitled to trade secret protection.

Texas Court of Appeals Recognizes Vendor List as Trade Secret Under Six-Factor Test

In a recent Texas Court of Appeals case, the court examined whether a company’s vendor list qualified as a trade secret. It did so to decide if the information was protected from discovery under the trade secret privilege.

The company seeking the trade secret protection was part of the salon haircare product diversion industry. Within that industry, companies divert products outside of their normal, authorized, distribution channels.

Due to the nature of the industry, product supply is limited, making supplier identities more valuable.

The company seeking protection established the following:

  • It had been in the business for 25 years,
  • Developed its contacts and sources through substantial effort and expertise,
  • Its contacts/suppliers were not readily known to the public or the industry itself,
  • Its suppliers were the most valuable part of its business, and
  • The suppliers’ identities were only known by a few people within the company.

After reviewing this evidence and weighing the six common law factors, the court found the company’s supplier information was a trade secret. It was therefore protected under the trade secret privilege.

While this case did not involve a misappropriation of trade secrets claim, it did firmly establish that, under the six factor test, a vendor can, in fact, be a trade secret. 

However, the protection available for you and your business depends greatly on how well you protect the information. It also depends on the value of the information you seek to protect.

Contact Our Texas Business Lawyers for Assistance

At Wood Hammel LLP, our attorneys are up-to-date on the law pertaining to all avenues available for protecting your business’s confidential information and trade secrets. Whether or not your business is facing a breach of your confidential and proprietary information or wanting to prevent a future one, our attorneys can counsel you as to the best options for your company.

Reach out to us online today to schedule a consultation.

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]]> Available Remedies in Texas Non Compete Cases https://www.texasnoncompetelaw.com/articles/available-remedies-non-compete-cases/ Thu, 08 Jan 2026 19:25:00 +0000 http://texasnoncompete.wp.lexblogs.com/2006/10/dallas-texas-covenants-not-to-compete-attorney-available-remedies-in-texas-non-compete-cases/ Injunctive Relief in Texas Non-Compete Cases An employer may be entitled to injunctive relief to enforce a non-compete agreement in Texas. To obtain permanent injunctive relief, it’s not necessary to prove that, without an injunction, the promisee will suffer irreparable harm. But that is not the case with respect to temporary injunctive relief. Most courts require proof of irreparable harm to obtain a temporary injunction for a non-compete violation. Irreparable harm means harm that cannot be adequately compensated by monetary damages. Proving Irreparable Harm for Temporary Injunctions Irreparable harm may exist if damages are hard to quantify or cannot be compensated. Threatened disclosure of trade secrets to a competitor can constitute irreparable harm, especially if it’d give the competitor an advantage. Moreover, proof of a continued breach of a non-compete agreement by a highly-trained employee may constitute irreparable harm. In determining whether to grant temporary injunctive relief, the court must balance probable harm to the employer if the injunction is not issued with probable harm to the employee if it is. Damages for Breach of a Non-Compete Agreement In addition to injunctive relief, a court may award damages resulting from breach of a non-compete covenant. Awardable damages might include lost profits resulting from the departing employee’s breach of the noncompetition agreement. A non-compete agreement can contain a liquidated damages provision, but the provision must constitute a reasonable forecast of just compensation for the harm caused by the breach. Reformation of Overly Broad Non-Compete Agreements If the court holds that the scope of the non-compete agreement is too broad (e.g., if the court holds that the geographic scope should be limited to Dallas/Fort Worth rather than to all of Texas), it will reform the scope to make it reasonable. However, if reformation of the scope is required, damages may only be awarded for “post-reformation” violations. For this and other reasons, an employer is incentivized to ensure that the scope of a non-compete agreement is reasonable. When Employees Can Recover Attorney’s Fees Attorney’s fees and costs may be awarded to the promisor (employee) if he proves that the: Texas courts also hold that an employee who seeks a declaration that a noncompete is unenforceable may recover attorney’s fees. This is allowed under the Texas Declaratory Judgment Act. Can Employers Recover Attorney’s Fees? There is no provision in the non-compete statute for an employer who successfully prosecutes an action against an employee to recover attorney’s fees. At least one Texas court of appeals has held that the non-compete statute’s silence on this issue precludes an employer from recovering its fees under the statute (or any other applicable law). However, another Texas court has permitted an employer to recover its fees under the Texas statute allowing the prevailing party in a contract dispute to recoup its attorney’s fees. Contact an Experienced Texas Non-Compete Lawyer Learn how our attorneys can assist you by submitting our online form today.

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]]>

Injunctive Relief in Texas Non-Compete Cases

An employer may be entitled to injunctive relief to enforce a non-compete agreement in Texas.

To obtain permanent injunctive relief, it’s not necessary to prove that, without an injunction, the promisee will suffer irreparable harm. But that is not the case with respect to temporary injunctive relief.

Most courts require proof of irreparable harm to obtain a temporary injunction for a non-compete violation. Irreparable harm means harm that cannot be adequately compensated by monetary damages.

Proving Irreparable Harm for Temporary Injunctions

Irreparable harm may exist if damages are hard to quantify or cannot be compensated.

Threatened disclosure of trade secrets to a competitor can constitute irreparable harm, especially if it’d give the competitor an advantage.

Moreover, proof of a continued breach of a non-compete agreement by a highly-trained employee may constitute irreparable harm. In determining whether to grant temporary injunctive relief, the court must balance probable harm to the employer if the injunction is not issued with probable harm to the employee if it is.

Damages for Breach of a Non-Compete Agreement

In addition to injunctive relief, a court may award damages resulting from breach of a non-compete covenant. Awardable damages might include lost profits resulting from the departing employee’s breach of the noncompetition agreement. A non-compete agreement can contain a liquidated damages provision, but the provision must constitute a reasonable forecast of just compensation for the harm caused by the breach.

Reformation of Overly Broad Non-Compete Agreements

If the court holds that the scope of the non-compete agreement is too broad (e.g., if the court holds that the geographic scope should be limited to Dallas/Fort Worth rather than to all of Texas), it will reform the scope to make it reasonable. However, if reformation of the scope is required, damages may only be awarded for “post-reformation” violations.

For this and other reasons, an employer is incentivized to ensure that the scope of a non-compete agreement is reasonable.

When Employees Can Recover Attorney’s Fees

Attorney’s fees and costs may be awarded to the promisor (employee) if he proves that the:

  • Scope of the covenant is unreasonable,
  • Employer knew at the time the agreement was signed that it was unreasonable, and
  • Employer has attempted to enforce the covenant to a greater extent than necessary to protect its goodwill or other business interests.

Texas courts also hold that an employee who seeks a declaration that a noncompete is unenforceable may recover attorney’s fees. This is allowed under the Texas Declaratory Judgment Act.

Can Employers Recover Attorney’s Fees?

There is no provision in the non-compete statute for an employer who successfully prosecutes an action against an employee to recover attorney’s fees. At least one Texas court of appeals has held that the non-compete statute’s silence on this issue precludes an employer from recovering its fees under the statute (or any other applicable law). However, another Texas court has permitted an employer to recover its fees under the Texas statute allowing the prevailing party in a contract dispute to recoup its attorney’s fees.

Contact an Experienced Texas Non-Compete Lawyer

Learn how our attorneys can assist you by submitting our online form today.

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]]> Are Non-Compete Agreements Enforceable in Texas in 2026? https://www.texasnoncompetelaw.com/articles/noncompete-agreements/ https://www.texasnoncompetelaw.com/articles/noncompete-agreements/#respond Thu, 08 Jan 2026 09:15:00 +0000 https://www.texasnoncompetelaw.com/?p=358 As a Texas attorney who frequently handles contract dispute matters involving non-compete agreements, one of the questions that I am asked more than any other (by both employers and employees) is:  Are non-compete agreements enforceable in Texas? The answer is: Yes, they can be. Texas law makes non-compete agreements enforceable if they are: Accompanied by or part of an otherwise enforceable agreement; Supported by valid consideration (ie. something of value given to the employee), and; Reasonable in time, geographic scope, and activities to be restrained. If these elements exist a Texas employer may be able to effectively enforce the terms of a non-compete agreement to protect company goodwill and confidential information. Is my noncompete enforceable? Click to find out! Your inquiry will be sent directly to attorney Robert Wood, who will review your information and follow up within the hour during regular business hours. That being said, Texas law generally disfavors contracts and arrangements that restrict employee mobility. The Texas Free Enterprise and Antitrust Act of 1983 states that “Every contract, combination, or conspiracy in restraint of trade or commerce is unlawful.” However, the Texas legislature has carved out an exception to this, by allowing non-compete agreements to be enforceable in certain circumstances. Read: Federal Judge Halts FTC’s Noncompete Ban Whether you are an employee or an employer in Texas, I can help you understand the enforceability of your specific non-compete clause. Contact me anytime to set up a time to speak with me for answers. To Be Enforceable in Texas, Non-Competes Must Be Reasonable in Scope Texas courts have recognized that overly broad restrictions on employee mobility are harmful to the free market. Accordingly, not all non-compete agreements (i.e., restrictive covenants) are enforceable in Texas. To be valid under Texas law, a covenant not to compete must be “ancillary to an otherwise enforceable agreement.” Then, the restrictions must be reasonable in scope. What Does “Otherwise Enforceable Agreement” Mean? The “otherwise enforceable agreement” requirement simply means that both parties to the contract must have made binding promises. In the 1990s and 2000s, whether an “otherwise enforceable agreement” existed was the subject of much litigation—especially in the context of an at-will employee. An at-will employee in Texas would typically contend that any consideration promised by the employer—such as specialized training—was “illusory,” because the employee could theoretically be fired before receiving it. For years, this was an argument that Texas courts accepted. The Sheshunoff Decision: A Turning Point That all changed in 2006, when the Texas Supreme Court issued its Sheshunoff opinion. There, the court held that a promise to an at-will employee could be part of a valid agreement once the consideration was actually provided. This was an important holding, as it precluded a substantial amount of potential litigation related to when the consideration for a non-compete was given. Marsh USA and the Shift Toward Enforceability Several other Texas Supreme Court cases enhanced the enforceability of non-compete agreements, culminating in the Marsh USA case in 2011. There, the court held that the consideration given by the employer—such as confidential information or access to clients—did not have to “give rise” to the need to restrain competition. Rather, the consideration had to be “reasonably related” to the need to restrain competition. In the right case, consideration such as the following could meet this standard: Balancing Contract Freedom and Free Market Competition In reaching this result, the Texas Supreme Court emphasized that the Texas Constitution protects the freedom to contract. But it also reaffirmed that non-competes must be narrowly tailored. The court noted that “unreasonable limitations” could “hinder legitimate competition.” In his concurring opinion in Marsh USA, Justice Willett cautioned judges to carefully evaluate “when competition becomes unfair competition and when a restraint becomes an unreasonable or unnecessarily restrictive restraint.” Texas law, he said, “does not allow protectionism,” and non-competes cannot protect against “the bruises of ordinary competition.” So—Are Non-Competes Enforceable in Texas? The answer, as with many legal questions, is: it depends. What an employee bound by a non-compete really wants to know is: What will happen to me if I violate a non-compete in Texas? What Will Happen to Me if I Violate a Non Compete Agreement in Texas? There is no easy answer to that question. You must review the contract itself along with the individual circumstances. Also, a non-compete agreement in Texas, even if supported by valid consideration, must be reasonable in scope. Some non competes are unreasonable, because the term of the restriction, the geographic scope, or the scope of the activity to be restrained is too broad. Even if a non compete is valid under Texas law, that does not mean that an employer suing to enforce the agreement will automatically prevail. An employee bound by a non-compete may have various defenses. The employer’s unclean hands, for example, may be a defense to injunctive relief. Or, an employer seeking a temporary injunction may not have suffered irreparable harm, or it may have an adequate legal remedy. You must carefully analyze the facts of each case. Get answers from an experienced Texas noncompete attorney We have assisted many employees who are bound by non-competes. We are familiar with the law governing these agreements. We also have substantial practical experience, gained from both inside and outside of the courtroom. Also, because we also represent companies, we know how employers tend to view violations of these agreements. If you are party to a noncompete agreement or have a legal matter involving a non compete in Texas, contact us today. FAQ: Hiring Me to Help with Your Noncompete Issue I Have a Noncompete Agreement That I Need to Have Reviewed. What Is Your Process? I will review the agreement and then we will set up a time to talk. Will the Conversation Occur via Telephone or in Person? I conduct 99% of my consultations via phone or Zoom (Zoom is best). What Will We Talk About? I will ask questions so that I can learn the details of your situation.  I’ll discuss the law with you and...

The post Are Non-Compete Agreements Enforceable in Texas in 2026? appeared first on Texas Noncompete Law.

]]> As a Texas attorney who frequently handles contract dispute matters involving non-compete agreements, one of the questions that I am asked more than any other (by both employers and employees) is: 

non compete agreement texas

Are non-compete agreements enforceable in Texas?

The answer is: Yes, they can be. Texas law makes non-compete agreements enforceable if they are:

  1. Accompanied by or part of an otherwise enforceable agreement;
  2. Supported by valid consideration (ie. something of value given to the employee), and;
  3. Reasonable in time, geographic scope, and activities to be restrained.

If these elements exist a Texas employer may be able to effectively enforce the terms of a non-compete agreement to protect company goodwill and confidential information.

Is my noncompete enforceable?

Click to find out!

Your inquiry will be sent directly to attorney Robert Wood, who will review your information and follow up within the hour during regular business hours.

That being said, Texas law generally disfavors contracts and arrangements that restrict employee mobility. The Texas Free Enterprise and Antitrust Act of 1983 states that “Every contract, combination, or conspiracy in restraint of trade or commerce is unlawful.” However, the Texas legislature has carved out an exception to this, by allowing non-compete agreements to be enforceable in certain circumstances.

Read: Federal Judge Halts FTC’s Noncompete Ban

Whether you are an employee or an employer in Texas, I can help you understand the enforceability of your specific non-compete clause.

Contact me anytime to set up a time to speak with me for answers.

  • Click here for answers to questions about hiring me to help with your Texas non-compete issue.
  • Click here to read real client reviews.
  • Continue reading for a more in-depth explanation of the enforceability of non compete agreements in Texas.

To Be Enforceable in Texas, Non-Competes Must Be Reasonable in Scope

Texas courts have recognized that overly broad restrictions on employee mobility are harmful to the free market. Accordingly, not all non-compete agreements (i.e., restrictive covenants) are enforceable in Texas. To be valid under Texas law, a covenant not to compete must be “ancillary to an otherwise enforceable agreement.”

Then, the restrictions must be reasonable in scope.

What Does “Otherwise Enforceable Agreement” Mean?

The “otherwise enforceable agreement” requirement simply means that both parties to the contract must have made binding promises. In the 1990s and 2000s, whether an “otherwise enforceable agreement” existed was the subject of much litigation—especially in the context of an at-will employee.

An at-will employee in Texas would typically contend that any consideration promised by the employer—such as specialized training—was “illusory,” because the employee could theoretically be fired before receiving it. For years, this was an argument that Texas courts accepted.

The Sheshunoff Decision: A Turning Point

That all changed in 2006, when the Texas Supreme Court issued its Sheshunoff opinion. There, the court held that a promise to an at-will employee could be part of a valid agreement once the consideration was actually provided.

This was an important holding, as it precluded a substantial amount of potential litigation related to when the consideration for a non-compete was given.

Marsh USA and the Shift Toward Enforceability

Several other Texas Supreme Court cases enhanced the enforceability of non-compete agreements, culminating in the Marsh USA case in 2011. There, the court held that the consideration given by the employer—such as confidential information or access to clients—did not have to “give rise” to the need to restrain competition. Rather, the consideration had to be “reasonably related” to the need to restrain competition.

In the right case, consideration such as the following could meet this standard:

Balancing Contract Freedom and Free Market Competition

In reaching this result, the Texas Supreme Court emphasized that the Texas Constitution protects the freedom to contract. But it also reaffirmed that non-competes must be narrowly tailored. The court noted that “unreasonable limitations” could “hinder legitimate competition.”

In his concurring opinion in Marsh USA, Justice Willett cautioned judges to carefully evaluate “when competition becomes unfair competition and when a restraint becomes an unreasonable or unnecessarily restrictive restraint.” Texas law, he said, “does not allow protectionism,” and non-competes cannot protect against “the bruises of ordinary competition.”

So—Are Non-Competes Enforceable in Texas?

The answer, as with many legal questions, is: it depends.

What an employee bound by a non-compete really wants to know is: What will happen to me if I violate a non-compete in Texas?

What Will Happen to Me if I Violate a Non Compete Agreement in Texas?

There is no easy answer to that question. You must review the contract itself along with the individual circumstances.

Also, a non-compete agreement in Texas, even if supported by valid consideration, must be reasonable in scope. Some non competes are unreasonable, because the term of the restriction, the geographic scope, or the scope of the activity to be restrained is too broad.

Even if a non compete is valid under Texas law, that does not mean that an employer suing to enforce the agreement will automatically prevail. An employee bound by a non-compete may have various defenses. The employer’s unclean hands, for example, may be a defense to injunctive relief. Or, an employer seeking a temporary injunction may not have suffered irreparable harm, or it may have an adequate legal remedy.

You must carefully analyze the facts of each case.

Get answers from an experienced Texas noncompete attorney

We have assisted many employees who are bound by non-competes. We are familiar with the law governing these agreements. We also have substantial practical experience, gained from both inside and outside of the courtroom. Also, because we also represent companies, we know how employers tend to view violations of these agreements.

If you are party to a noncompete agreement or have a legal matter involving a non compete in Texas, contact us today.

FAQ: Hiring Me to Help with Your Noncompete Issue

I Have a Noncompete Agreement That I Need to Have Reviewed. What Is Your Process?

I will review the agreement and then we will set up a time to talk.

Will the Conversation Occur via Telephone or in Person?

I conduct 99% of my consultations via phone or Zoom (Zoom is best).

What Will We Talk About?

I will ask questions so that I can learn the details of your situation.  I’ll discuss the law with you and the facts of your situation.  I will work with you to make the best decision for you, by assessing possible risks and rewards.

How Long Will We Talk?

As long as necessary.  Typically, 30-45 minutes or so.

Is That Long Enough?

Yes.  I don’t waste time, and since I have done over 1,000 noncompete consultations, I know the questions to ask, and I am good at quickly analyzing a situation.

What if I Think of Another Question After Our Conversation? Is There an Additional Charge to Talk With You Again?

Typically, there would not be another charge.  Of course, if I spend substantial time, I will have to go back on the clock, but an additional few minutes of questions will not be a problem.

What if I Need You to Negotiate With My Employer or Send a Letter for Me? Is There an Additional Charge for That?

Typically, yes.  But it may not be necessary for me to engage with your employer.  Let’s talk and determine whether that is necessary.  If it becomes necessary for me to communicate with your employer, again, I don’t waste time—I am able to get things done efficiently.

Do You Mainly Represent Employees or Employers?

Both.  I have advised many employees and have represented many employees in litigation.

What Is Your Usual Turnaround on Reviewing an Agreement and Having a Consultation?

I can act quickly, usually within a day or two (and sometimes the same day).  And I am often available at night and on Saturday.

My Cousin Steve Says That Texas Is a “Right to Work State,” and That Noncompete Agreements Are Not Enforceable Here. Are You Sure I Need to Talk With You?

You do need to talk with me.  “Right to work” has nothing to do with noncompete agreements.  It simply means that you can’t be forced to join a labor union.

When I Signed My Noncompete, I Wasn’t Given a Choice on Whether to Do So. Plus, I Was Not Paid Any Money, nor Was I Given a Promotion.  Do We Really Need to Talk?

Yes, we do.

Since I Signed a Noncompete, Is It Really Worthwhile to Talk With You? Should I Just Comply With It?

This is a strange area of the law.  It’s often not as simple as, “You signed it, you must comply.”  You need to analyze the individual facts of each case. Plus, given my 25+ years of experience, I have a good feel for which situations will end up in litigation and which ones will not.

Do I Really Need You? Can’t I Just Watch Some Videos Online?

You can find a lot of information online.  What you’ll get from me, though, is an individualized assessment of your situation.  Over the years, I’ve gotten good at distinguishing between situations that look safe and ones that look dangerous.  I won’t just tell you what the law is.  I’ll give you a recommendation on what to do, based on your individual circumstances.

I Work for the Worst Boss in the World.  I Know He Will Sue Me. Can You Really Help?

I hear this all the time. But there’s a big difference between threatening to sue someone and actually doing it. I’ll work with you to assess whether your boss is bluffing.

What Is Your Main Objective for the Individuals With Whom You Work?

To keep them out of trouble. My goal is that we will talk once and you will get some good advice so that you don’t have to call me again. But I also want to keep you from just “laying down”—I want to come up with a game plan that allows you to get out of a bad situation (if you are in one) and get on with your career.

If My Employer Sues Me, Will You Represent Me?

That would be a separate engagement. But I have handled many noncompete lawsuits, on both sides of the docket, and have had a lot of success.

I Am a Physician. Do You Have Experience Working With Doctors?

Absolutely. Some of my best results have been on behalf of individual physicians.  I have reviewed hundreds of physician contracts.  I have a good feel for whether a particular contract is “friendly” or “unfriendly” for the physician, and because of my experience, I know the pitfalls to look for.

Is There Anything Unique About Physician Contracts?

Yes.  There are certain legal requirements that only apply to physicians.

 Further Reading: Texas Noncompete Articles by Robert Wood

Want to learn more? Browse Texas non-compete and contract dispute articles, written by Attorney Robert Wood:

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]]> https://www.texasnoncompetelaw.com/articles/noncompete-agreements/feed/ 0 Texas Physician Contract Review Lawyers https://www.texasnoncompetelaw.com/articles/physician-employment-contract-lawyer/ https://www.texasnoncompetelaw.com/articles/physician-employment-contract-lawyer/#respond Tue, 06 Jan 2026 22:46:00 +0000 https://www.texasnoncompetelaw.com/?p=1483 NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025 Before signing a new employment agreement, every physician should understand exactly what they’re agreeing to—from compensation and call duties to noncompete clauses and malpractice coverage. A poorly written contract can limit your career options, expose you to financial risk, or create unnecessary legal headaches down the road. That’s why working with an experienced physician contract review attorney in Texas is so important. A physician contract lawyer will take a detailed, personalized approach to reviewing and negotiating contracts. Whether you’re entering your first job out of residency or transitioning to a new position, at Wood Hammel PLLC, we ensure your agreement protects your rights, reflects your professional goals, and complies with Texas law. Are you looking for an attorney to review your Texas physician employment contract? You’re in the right place. Click here to get started. Why Physician Contracts in Texas Require Careful Review Physician employment agreements are complex legal documents that go far beyond salary figures. They often include: These contracts are typically written to favor the employer—whether it’s a hospital, clinic, or private group practice. Without a knowledgeable review, physicians may find themselves bound by restrictive terms or left exposed to unexpected financial and legal risks. Working with a qualified physician contract review attorney in Texas can help ensure that your agreement is fair, compliant with state law, and tailored to protect your long-term interests. An experienced attorney can spot red flags, explain complicated provisions, and help you negotiate more favorable terms before you sign. 7 Employment Contract Blunders for Physicians to Avoid… According to data provided by the Kaiser Family Foundation (KFF), there are more than 950,000 professionally active physicians in the United States, including nearly 62,000 in the state of Texas alone. Each year, many of these physicians change jobs and many new doctors enter the field directly out of residency. When a physician starts a new job, the terms of their employment will largely be governed by a contract. Unfortunately, many physicians end up signing unfavorable employment agreements that do not adequately protect their rights. In this article physician contract review lawyer Robert Wood discuss the most important employment contract blunders that all physicians must take care to avoid. 1. Failing to Hire a Contract Lawyer with Specific Knowledge of Physician Employment Agreements The single biggest employment contract mistake that Texas physicians make is failing to hire a qualified attorney to review and negotiate the terms of their agreement. This is especially true for new physicians, who may agree to accept one of their first job offers after a relatively brief negotiation. If you are a physician who is preparing to accept a new position, it is imperative that you have a skilled legal professional by your side as early on in the negotiation process as is possible. To best protect your legal rights and financial interests, it is recommended that you consult with an experienced physician employment contract lawyer before you even begin negotiating the terms of the agreement. 2. Not Researching an Employer’s Background and Credentials Before agreeing to take a new position, medical professionals should be sure that they have conducted a thorough investigation of an employer’s background and credentials. Certainly, it is important to pay attention to all of the contract terms that will affect you directly, including compensation and termination provisions. At the same time, it is just as important to ensure that you research an employer’s general background, including the turnover rate, your ability to make partner, medical malpractice issues, and the overall financial health of the business. You want to make sure you are committing yourself to a reliable company. 3. Failing to Get Promises in Writing While some people do not realize it, oral contracts are sometimes legally enforceable. That being said, it is relatively difficult to hold an employer to a verbal promise, especially if that promise is counteracted by something that is in writing. In order to properly protect yourself, you should be sure to have all important promises spelled out in clear language within your written agreement. A skilled physician contract review lawyer can help you make sure that the contract terms are enforceable and that they are effective for your individual needs. 4. Allowing Ambiguous Language Into the Agreement In some cases, contract litigation is necessary to hold employers to the promises that were included within a physician’s employment contract. Of course, being forced to file a lawsuit to protect your rights is never ideal. Even if you prevail in litigation, you still have to spend the time and resources dealing with the dispute. By hiring an experienced Texas physician contract lawyer early on in the negotiation process, you can dramatically reduce your risk of ending up in a legal dispute. In drafting a contract, ambiguous terms and fuzzy language should be avoided. Your attorney will make sure that your employment contract is clear and that it is enforceable. 5. Overlooking Restrictive Non-Compete Clauses Far too many physicians simply overlook non-compete clauses. This is a major mistake. As our Dallas employment law attorneys have discussed before, a properly drafted non-compete clause can be enforced in Texas. Before signing a physician contract, it is critically important that you pay careful attention to any non-compete language. While you may be planning on staying in this position for the long haul, you never know what the future is going to bring. Please be sure that you understand the precise terms of any non-compete provision that you are allowing into your employment agreement. A physician contract attorney can ensure that any non-compete language within your agreement is fair. If you are giving up the ability to compete, you deserve full and fair consideration for that sacrifice. Alternatively, if you are not willing to give up the ability to compete in the future, that language should be removed from the contract. 6. Agreeing to Unfair Termination Rules For the most part, the terms of a physician’s employment...

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]]> NEWS: Major Update to Physician Noncompete Law Takes Effect September 1, 2025

Before signing a new employment agreement, every physician should understand exactly what they’re agreeing to—from compensation and call duties to noncompete clauses and malpractice coverage.

A poorly written contract can limit your career options, expose you to financial risk, or create unnecessary legal headaches down the road. That’s why working with an experienced physician contract review attorney in Texas is so important.

A physician contract lawyer will take a detailed, personalized approach to reviewing and negotiating contracts. Whether you’re entering your first job out of residency or transitioning to a new position, at Wood Hammel PLLC, we ensure your agreement protects your rights, reflects your professional goals, and complies with Texas law.

Are you looking for an attorney to review your Texas physician employment contract? You’re in the right place. Click here to get started.

Why Physician Contracts in Texas Require Careful Review

Physician employment agreements are complex legal documents that go far beyond salary figures.

They often include:

  • Compensation structure,
  • Noncompete clauses,
  • Call schedules and clinical duties,
  • Termination provisions,
  • Malpractice insurance,
  • Ownership or partnership opportunities,
  • Benefit packages and expense reimbursements, and
  • Dispute resolution mechanisms.

These contracts are typically written to favor the employer—whether it’s a hospital, clinic, or private group practice. Without a knowledgeable review, physicians may find themselves bound by restrictive terms or left exposed to unexpected financial and legal risks.

Working with a qualified physician contract review attorney in Texas can help ensure that your agreement is fair, compliant with state law, and tailored to protect your long-term interests. An experienced attorney can spot red flags, explain complicated provisions, and help you negotiate more favorable terms before you sign.

7 Employment Contract Blunders for Physicians to Avoid…

According to data provided by the Kaiser Family Foundation (KFF), there are more than 950,000 professionally active physicians in the United States, including nearly 62,000 in the state of Texas alone.

Each year, many of these physicians change jobs and many new doctors enter the field directly out of residency.

When a physician starts a new job, the terms of their employment will largely be governed by a contract. Unfortunately, many physicians end up signing unfavorable employment agreements that do not adequately protect their rights.

In this article physician contract review lawyer Robert Wood discuss the most important employment contract blunders that all physicians must take care to avoid.

1. Failing to Hire a Contract Lawyer with Specific Knowledge of Physician Employment Agreements

The single biggest employment contract mistake that Texas physicians make is failing to hire a qualified attorney to review and negotiate the terms of their agreement. This is especially true for new physicians, who may agree to accept one of their first job offers after a relatively brief negotiation.

If you are a physician who is preparing to accept a new position, it is imperative that you have a skilled legal professional by your side as early on in the negotiation process as is possible. To best protect your legal rights and financial interests, it is recommended that you consult with an experienced physician employment contract lawyer before you even begin negotiating the terms of the agreement.

2. Not Researching an Employer’s Background and Credentials

Before agreeing to take a new position, medical professionals should be sure that they have conducted a thorough investigation of an employer’s background and credentials.

Certainly, it is important to pay attention to all of the contract terms that will affect you directly, including compensation and termination provisions. At the same time, it is just as important to ensure that you research an employer’s general background, including the turnover rate, your ability to make partner, medical malpractice issues, and the overall financial health of the business. You want to make sure you are committing yourself to a reliable company.

3. Failing to Get Promises in Writing

While some people do not realize it, oral contracts are sometimes legally enforceable. That being said, it is relatively difficult to hold an employer to a verbal promise, especially if that promise is counteracted by something that is in writing.

In order to properly protect yourself, you should be sure to have all important promises spelled out in clear language within your written agreement. A skilled physician contract review lawyer can help you make sure that the contract terms are enforceable and that they are effective for your individual needs.

4. Allowing Ambiguous Language Into the Agreement

In some cases, contract litigation is necessary to hold employers to the promises that were included within a physician’s employment contract. Of course, being forced to file a lawsuit to protect your rights is never ideal. Even if you prevail in litigation, you still have to spend the time and resources dealing with the dispute.

By hiring an experienced Texas physician contract lawyer early on in the negotiation process, you can dramatically reduce your risk of ending up in a legal dispute. In drafting a contract, ambiguous terms and fuzzy language should be avoided. Your attorney will make sure that your employment contract is clear and that it is enforceable.

5. Overlooking Restrictive Non-Compete Clauses

Far too many physicians simply overlook non-compete clauses. This is a major mistake. As our Dallas employment law attorneys have discussed before, a properly drafted non-compete clause can be enforced in Texas. Before signing a physician contract, it is critically important that you pay careful attention to any non-compete language. While you may be planning on staying in this position for the long haul, you never know what the future is going to bring.

Please be sure that you understand the precise terms of any non-compete provision that you are allowing into your employment agreement. A physician contract attorney can ensure that any non-compete language within your agreement is fair. If you are giving up the ability to compete, you deserve full and fair consideration for that sacrifice. Alternatively, if you are not willing to give up the ability to compete in the future, that language should be removed from the contract.

6. Agreeing to Unfair Termination Rules

For the most part, the terms of a physician’s employment will be governed by their contract. While there are also federal and state labor laws that provide medical professionals with certain legal protections, these laws may not protect you from the termination of your ‘at will’ position. Often, medical professionals do not give much thought to the termination provisions within their contact.

When a physician signs their employment contract, their employer will likely be eager to add them to the team. It can sometimes be difficult to anticipate that an employment relationship could turn sour. Unfortunately, unexpected things happen. Before you sign an agreement, please be sure to consult with a qualified physician contract lawyer who will help you negotiate and structure fair termination provisions.

7. Not Understanding Payment and Bonus Terms

Finally, all physicians should have a clear understanding of the full terms of their compensation package. You cannot merely look at the top line salary number.

To know the true value of the agreement, all forms of compensation must be considered. Beyond salary, you should also review bonus terms, outside income that you may be able to earn, educational reimbursement, malpractice insurance, health insurance coverage, retirement benefits, and other fringe benefits. You need a full compensation package that is fair to your true market value.

Robert Wood FAQ: My Experience Handling Physician Employment Contract and Non-Compete Issues

Q. Have You Worked With Physicians?

A. Yes. I have reviewed hundreds of physician agreements.

Q. What’s the Best Piece of Advice You Have for Physicians?

A. Have a lawyer review any employment agreement before you sign it. An experienced attorney will notice provisions that appear innocuous but are in fact problematic. Often, an attorney will be able to suggest additional language to add to the language.

Q. Have You Reviewed Multi-Party Agreements Between a Hospital, a Medical Practice and an Individual Physician?

A. Yes, many times.

Q. Have You Represented Physicians in Lawsuits and Arbitrations?

A. Yes, with great success.

Contact Our Texas Physician Contract Lawyers Today

At Wood Hammel LLP, our Dallas employment law attorneys have extensive experience handling all aspects of physician contracts. To learn more about what our physician contract review lawyers can do for you, please do not hesitate to contact us today for a fully confidential consultation. With an office in Dallas, we represent clients throughout the region.

Related Posts:

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]]> https://www.texasnoncompetelaw.com/articles/physician-employment-contract-lawyer/feed/ 0 Are Non-Solicitation Agreements Enforceable in Texas? https://www.texasnoncompetelaw.com/articles/nonsolicitation-agreements/ https://www.texasnoncompetelaw.com/articles/nonsolicitation-agreements/#respond Sun, 04 Jan 2026 15:48:00 +0000 https://www.texasnoncompetelaw.com/?p=479 What is a Non-Solicitation Provision? Texas non-solicitation provisions (aka. non-solicitation clauses or non-solicitation agreements) prohibit the employee, both during employment, and for a period of time thereafter, from soliciting the employer’s clients, employees, or both.  Texas employment agreements frequently contain non-solicitation provisions, along with non-compete provisions and non-disclosure provisions. But whether a particular act or communication constitutes solicitation is not always clear. Learn how our experienced Texas non-solicitation lawyer can help by contacting us online today. How Does Texas Law Define Solicitation? First, we need to understand what exactly constitutes “solicitation” In other words, what does it mean to solicit? One court defined it this way: ‘Solicit’ . . . means: ‘To appeal to (for something); to apply to for obtaining something; to ask earnestly; to ask for the purpose of receiving . . . .’” By contrast, “[m]erely informing customers of one’s former employer of a change in employment, without more, is not solicitation.” Under this definition, informing your former employer’s customer that you have changed companies (which allows the customer to suggest continuing to do business with you) arguably does not constitute a solicitation. Conversely, calling the customer and urging him to do business with your new company arguably would. Of course, there is no guarantee that every court will view solicitation in that way, and every case must be decided on its own merits, but this definition is helpful in understanding the difference between actively soliciting a customer and merely providing him with information. So…Are Non-Solicitation Clauses Enforceable In Texas? The answer is: Yes, they can be. But like non-compete agreements, they must comply with the statutory requirements against unlawful restraints on trade. Just like a non-compete provision (which keeps an employee from having a certain type of job), a non-solicitation provision (which keeps an employee from soliciting his former employer’s clients), to be valid under Texas law, must comply with the statutory requirements. This was confirmed by the Texas Supreme Court case in its 2011 Marsh USA opinion, in which the court noted, “Covenants that place limits on former employees’ professional mobility or restrict their solicitation of the former employees’ customers and employees are restraints on trade and are governed by the Act.” The “Act” is the Texas Covenants Not to Compete Act, which imposes mandatory requirements upon contracts that restrict trade. The court essentially confirmed this truism: Competition for clients and workers is fair competition unless it is somehow unfair.” So, what might convert otherwise fair competition into an unfair competition? Well, violating a valid non-compete/non-solicitation agreement for one thing. Unlike disclosing the employer’s confidential information (which is legally actionable, even without an express agreement by the employee that he will not do so), soliciting the employer’s customers constitutes fair competition (unless done via theft of the employer’s trade secrets, a breach of fiduciary duty, etc.), and thus is not actionable unless prohibited by a valid covenant not to compete. Because the scope of a covenant must be reasonable, a provision prohibiting a salesperson from soliciting any of his former employer’s customers might be unreasonable (and might have to be reformed), but a provision restricting the employee from soliciting customers with whom he personally dealt would be relatively more enforceable. For assistance, please don’t hesitate to reach out to us online today. Related articles:

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]]> What is a Non-Solicitation Provision?
non solicitation agreement texas

Texas non-solicitation provisions (aka. non-solicitation clauses or non-solicitation agreements) prohibit the employee, both during employment, and for a period of time thereafter, from soliciting the employer’s clients, employees, or both. 

Texas employment agreements frequently contain non-solicitation provisions, along with non-compete provisions and non-disclosure provisions.

But whether a particular act or communication constitutes solicitation is not always clear.

Learn how our experienced Texas non-solicitation lawyer can help by contacting us online today.

How Does Texas Law Define Solicitation?

First, we need to understand what exactly constitutes “solicitation” In other words, what does it mean to solicit?

One court defined it this way:

‘Solicit’ . . . means: ‘To appeal to (for something); to apply to for obtaining something; to ask earnestly; to ask for the purpose of receiving . . . .’” By contrast, “[m]erely informing customers of one’s former employer of a change in employment, without more, is not solicitation.”

Under this definition, informing your former employer’s customer that you have changed companies (which allows the customer to suggest continuing to do business with you) arguably does not constitute a solicitation.

Conversely, calling the customer and urging him to do business with your new company arguably would.

Of course, there is no guarantee that every court will view solicitation in that way, and every case must be decided on its own merits, but this definition is helpful in understanding the difference between actively soliciting a customer and merely providing him with information.

So…Are Non-Solicitation Clauses Enforceable In Texas?

The answer is: Yes, they can be. But like non-compete agreements, they must comply with the statutory requirements against unlawful restraints on trade.

Just like a non-compete provision (which keeps an employee from having a certain type of job), a non-solicitation provision (which keeps an employee from soliciting his former employer’s clients), to be valid under Texas law, must comply with the statutory requirements.

This was confirmed by the Texas Supreme Court case in its 2011 Marsh USA opinion, in which the court noted, “Covenants that place limits on former employees’ professional mobility or restrict their solicitation of the former employees’ customers and employees are restraints on trade and are governed by the Act.” The “Act” is the Texas Covenants Not to Compete Act, which imposes mandatory requirements upon contracts that restrict trade.

The court essentially confirmed this truism: Competition for clients and workers is fair competition unless it is somehow unfair.” So, what might convert otherwise fair competition into an unfair competition? Well, violating a valid non-compete/non-solicitation agreement for one thing.

Unlike disclosing the employer’s confidential information (which is legally actionable, even without an express agreement by the employee that he will not do so), soliciting the employer’s customers constitutes fair competition (unless done via theft of the employer’s trade secrets, a breach of fiduciary duty, etc.), and thus is not actionable unless prohibited by a valid covenant not to compete.

Because the scope of a covenant must be reasonable, a provision prohibiting a salesperson from soliciting any of his former employer’s customers might be unreasonable (and might have to be reformed), but a provision restricting the employee from soliciting customers with whom he personally dealt would be relatively more enforceable.

For assistance, please don’t hesitate to reach out to us online today.

Related articles:

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]]> https://www.texasnoncompetelaw.com/articles/nonsolicitation-agreements/feed/ 0 Texas Physicians: Major Update to Noncompete Law Takes Effect September 1, 2025 https://www.texasnoncompetelaw.com/articles/noncompete-physicians-texas-2025-update/ https://www.texasnoncompetelaw.com/articles/noncompete-physicians-texas-2025-update/#respond Wed, 25 Jun 2025 18:57:39 +0000 https://www.texasnoncompetelaw.com/?p=1750 If you’re a physician in Texas, there’s a significant legal change on the horizon that could dramatically impact your employment contracts. A new law—Senate Bill 1318—updates the enforceability standards for physician noncompete agreements and introduces additional restrictions for dentists, nurses, and physician assistants. These changes take effect on September 1, 2025, and apply to all new or renewed agreements from that date forward. Here’s what you need to know. Key Changes to Physician Noncompetes The Texas Business & Commerce Code §15.50 has long allowed noncompete clauses for physicians—but only under specific conditions. S.B. 1318 tightens these rules further: 1. Time and Distance Limits A physician noncompete: 2. Mandatory Buyout Option Physicians must be given the right to buy out their noncompete for an amount not exceeding their total annual salary and wages at the time of termination. 3. Access to Patients and Records Upon departure, a physician must: 4. Continuation of Care During Acute Illness Even after termination, physicians cannot be prohibited from continuing to treat a patient with an acute illness. 5. Termination Without Good Cause = Noncompete Void Perhaps most notably, a physician noncompete becomes void and unenforceable if the doctor is fired without “good cause.” Good cause includes job performance issues, misconduct, or negative employment record—but the burden will be on the employer to show it. Noncompetes for Dentists, Nurses, and PAs A brand new section of the statute—§15.501—applies similar limitations to: For these professionals, any noncompete must: What Employers Need to Do Now If you employ physicians or any of the newly covered health care practitioners, now is the time to: And remember: these changes only apply to agreements entered into or renewed on or after September 1, 2025. Existing contracts remain subject to the old rules. Questions? Let’s Talk. As an employment attorney who advises physician groups and healthcare employers across Texas, I can help you navigate this new landscape. Whether you need help drafting enforceable agreements or evaluating the risks tied to termination decisions, I’m here to ensure you stay compliant—and protected. Contact me today to review your contracts before the new law takes effect.

The post Texas Physicians: Major Update to Noncompete Law Takes Effect September 1, 2025 appeared first on Texas Noncompete Law.

]]> If you’re a physician in Texas, there’s a significant legal change on the horizon that could dramatically impact your employment contracts.

A new law—Senate Bill 1318—updates the enforceability standards for physician noncompete agreements and introduces additional restrictions for dentists, nurses, and physician assistants. These changes take effect on September 1, 2025, and apply to all new or renewed agreements from that date forward.

Here’s what you need to know.

Key Changes to Physician Noncompetes

The Texas Business & Commerce Code §15.50 has long allowed noncompete clauses for physicians—but only under specific conditions. S.B. 1318 tightens these rules further:

1. Time and Distance Limits

A physician noncompete:

  • Must expire within one year of the termination date, and
  • Cannot restrict practice beyond a five-mile radius of the primary practice location.

2. Mandatory Buyout Option

Physicians must be given the right to buy out their noncompete for an amount not exceeding their total annual salary and wages at the time of termination.

3. Access to Patients and Records

Upon departure, a physician must:

  • Be given access to a list of patients seen within the previous year,
  • Be allowed to access patient records with proper authorization, and
  • Not be required to receive records in a format different than how they were originally stored (unless agreed to).

4. Continuation of Care During Acute Illness

Even after termination, physicians cannot be prohibited from continuing to treat a patient with an acute illness.

5. Termination Without Good Cause = Noncompete Void

Perhaps most notably, a physician noncompete becomes void and unenforceable if the doctor is fired without “good cause.” Good cause includes job performance issues, misconduct, or negative employment record—but the burden will be on the employer to show it.

Noncompetes for Dentists, Nurses, and PAs

A brand new section of the statute—§15.501—applies similar limitations to:

  • Dentists,
  • Nurses (RNs and vocational nurses), and
  • Physician assistants.

For these professionals, any noncompete must:

  • Include a buyout capped at one year’s salary,
  • Expire within one year,
  • Be limited to a five-mile radius, and
  • Be clearly and conspicuously stated in writing.

What Employers Need to Do Now

If you employ physicians or any of the newly covered health care practitioners, now is the time to:

  • Review your existing employment agreements, especially those that are up for renewal,
  • Update contract templates to reflect the new requirements,
  • Reconsider your approach to post-employment restrictions in light of the one-year cap and narrow geographic scope.

And remember: these changes only apply to agreements entered into or renewed on or after September 1, 2025. Existing contracts remain subject to the old rules.

Questions? Let’s Talk.

As an employment attorney who advises physician groups and healthcare employers across Texas, I can help you navigate this new landscape. Whether you need help drafting enforceable agreements or evaluating the risks tied to termination decisions, I’m here to ensure you stay compliant—and protected.

Contact me today to review your contracts before the new law takes effect.

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