Non-Solicitation Agreements

A few years ago I addressed venue provisions in employment contracts (see below).  A few additional thoughts –

  • A provision that specifies venue in a particular county, i.e. Dallas County, Texas or city may not always work – while Texas courts will enforce a provision that specifies Texas as the place of venue they won’t necessarily a county or city (there are some exceptions) – So you could have a situation where the dispute is resolved in Texas but not necessarily the forum specified in the contract.
  • There is a venue provision that some courts (it’s complicated) have held that a defendant must be sued in their county of residence when the primary relief sought is injunctive.

Regardless, still include a venue provision that provides for a specific county.

Post From May 2018

Whenever I draft or review an employment agreement (or for that matter any contract) one of the first things I look for is a venue provision.  Usually there is one, but if not you fall back on the laws of the state the party would like to bring suit in to see if venue works.  There is nothing that will take the steam out of a lawsuit then the contention it was filed in the wrong place. Drafting tip – make sure there is a venue provision.

So, assuming there is a venue provision it’s likely there is a choice of law provision as well.  Often times the venue provision will require an employee to agree to venue in the state/city where the employer is located.  The idea from the employer’s standpoint is it would rather enforce its agreements in the place where it is located and in most cases under the same laws.  The provision will look something like this:


Continue Reading Non-Compete Venue Fights

No one likes exit interviews, well most folks don’t.  The employee is departing  the interviewer is checking off the boxes.  But, from the employer’s perspective they can be invaluable if handled correctly and I recommend them. Some considerations:

  1. Who handles the interview?  It doesn’t always have to be someone from HR.  If the departure is

Employers don’t spend enough time considering their non-competes.  That’s an overly broad statement, but it is usually the rule not the exception.  The reason that happens kind of makes sense. Most employers haven’t been down the road of enforcing a non-compete.  The provision at issue may be a one-off that’s included in one employment agreement

Last week, Google said it was no longer going to enforce its anti-poaching provision that includes in its employment contracts.  I don’t see them going anywhere as it relates to Texas employers/employees.

Under Texas law, an anti-poaching provision has to satisfy the Texas non-compete statute meaning it has to be ancillary to an otherwise

The usual gamut of post-employment covenants includes non-compete restrictions, non-solicitation of customer restrictions, confidentiality restrictions, and in many cases the anti-raid provision designed to keep a departing employee from hiring away a former employer’s employees and contractors.  The anti-raid is not always given a lot of thought, but it should be.  Why?  Because when

One option we’ve never spent much time discussing here as it relates to non-competes is the buyout option – on both sides.  Buying out a non-compete is neither new nor novel.  Physician non-competes in Texas require that the non-compete provision include a buyout option.   The statute provides:

the covenant must provide for a buy