Business Contracts Attorney

Contract Law FAQs

Do I need an attorney to review a contract before I sign it in Texas?

Yes. Once you sign, Texas law generally holds you to the terms of the agreement, even if you later realize you misunderstood a provision or did not read every clause carefully. The defense that “I didn’t know what I was agreeing to” is not available unless the other party engaged in fraud, misrepresentation, or deceit.

A review before you sign is the point at which changes remain realistic. An attorney can identify provisions that are unenforceable under Texas law, unclear enough to create later disputes, heavily one-sided, or simply missing. Common examples include non-compete language that fails the state’s consideration and reasonableness requirements, termination clauses that give one side broad discretion, compensation formulas that leave key calculations undefined, or indemnity and limitation-of-liability terms that shift more risk than the parties intended. While the agreement is still unsigned, those issues can be negotiated. After signature, the leverage to request changes is typically gone, and the focus shifts to living with the terms or arguing about what they mean.

What provisions in an employment contract deserve the closest review?

Certain clauses generate the majority of later disputes and should be examined carefully:

• Non-compete and non-solicitation restrictions that limit future employment or client contact. These must satisfy specific Texas requirements to be valid.
• Arbitration clauses that move disputes out of court and into private proceedings.
• Confidentiality obligations, which are frequently linked to non-competes and need genuine supporting consideration from the employer.
• Compensation details, including how bonuses, commissions, or productivity metrics are calculated and paid.
• Termination language that defines “for cause” and spells out what the employee receives if the relationship ends.
• Choice-of-law and venue provisions, especially relevant for remote or multi-state roles.

Catching issues in these areas while the offer is still open allows negotiation. Once the agreement is signed, the ability to request changes is largely gone and the focus shifts to interpreting or living with the existing terms.

Technology companies frequently include provisions that deserve close attention at this stage. These often involve equity or stock-option grants with vesting schedules and acceleration triggers, invention-assignment and work-product clauses that reach beyond the scope of the role, confidentiality obligations tied to source code and trade secrets, non-compete or non-solicitation language that may exceed Texas reasonableness standards, and compensation formulas based on revenue, product milestones, or performance metrics that are not fully defined. Remote-work arrangements and multi-state operations can also raise governing-law and venue questions that are easier to address before signing than after a dispute begins.

Reviewing these terms while the offer remains open gives the employee the chance to clarify language, narrow overly broad restrictions, and align the agreement with the actual role and compensation package.

When is a non-compete agreement enforceable under Texas law?

Enforceability turns on whether the agreement meets Texas standards. In general, a non-compete must:

• Be ancillary to an otherwise enforceable agreement, most often an employment contract. A freestanding non-compete that is not tied to a valid underlying deal is usually unenforceable.
• Be supported by valid consideration. Texas courts look for something of real value beyond ordinary employment—such as access to confidential information, specialized training, or equity. Continued employment alone, or a routine raise or bonus, is typically not enough.
• Restrict the activity, duration, and geographic area only to the extent reasonably necessary to protect the employer’s legitimate business interests. Overly broad language that reaches beyond those interests is vulnerable.

When a non-compete is broader than necessary, Texas courts are required to reform it and enforce only the reasonable portion rather than strike the entire clause. A 2025 statute adds further limits on duration and geographic reach specifically for physicians, dentists, nurses, and physician assistants. Even outside those professions, the practical effect of the reformation rule is that an employer who drafts an overreaching restriction still faces the risk that a court will narrow it after the fact, often after the employee has already been restrained or has incurred legal expense. Reviewing the clause before signing remains the point at which the scope can still be negotiated rather than left to later judicial modification.

How does a non-compete differ from a non-solicitation agreement?

A non-compete limits where or for whom you may work after departure. A non-solicitation agreement does not prevent you from joining a competitor; it only restricts active outreach to the former employer’s clients or employees.

In technology companies the distinction matters in practical ways. A non-compete can block an engineer or product manager from joining a rival firm or starting a competing product for a set period and area. A non-solicitation clause is narrower: it may still allow that move, but it prohibits contacting the former employer’s customers, attempting to recruit its developers or sales staff, or soliciting business from accounts the employee previously handled. Both restrictions must be tied to a valid underlying agreement and remain reasonable in scope under the same Texas standards.

Which tool is appropriate depends on the interest the company is trying to protect. Non-solicitation language is often aimed at client relationships, customer lists, and key employees. Non-compete language is more commonly used when the concern is broader competitive knowledge—such as product roadmaps, proprietary code architecture, or pricing models. Many technology agreements include both, and the precise wording of what counts as “solicitation” (for example, whether a general LinkedIn update or a response to an inbound inquiry qualifies) can determine how restrictive the clause actually is in practice.

A side-by-side comparison, including what constitutes solicitation, is available on our Non-Compete vs. Non-Solicitation page.



Is a written partnership or shareholder agreement necessary if the partners trust one another?

Texas law does not require a written agreement for a partnership or corporation to be valid. In the absence of one, however, the state’s default statutory rules control ownership percentages, management authority, profit allocation, and exit rights. Those defaults frequently differ from the arrangement the partners would have chosen themselves.

A written partnership or shareholder agreement allows the parties to define voting rights, buyout valuation methods, transfer restrictions, and decision-making authority in advance.

What terms should an independent contractor agreement include to protect the business?

A clear agreement should address at least the following:

• Precise scope of services and any exclusions.
• Payment rate, timing, and method.
• Explicit language confirming independent-contractor status rather than employment (misclassification carries tax and liability consequences that extend beyond the contract).
• Ownership of intellectual property and work product created under the engagement.
• Confidentiality and, where appropriate, non-solicitation obligations when sensitive information or client relationships are involved.
• Term, renewal, and termination mechanics.
• Dispute-resolution process.
  

The actual working relationship in practice, not merely the written words, also influences classification. Further discussion, including considerations specific to physicians, appears on our Independent Contractor Agreements page.

What options exist if I have already signed a contract that now appears unfair?

Texas courts set a high threshold for setting aside a contract solely because it turned out to be a poor bargain or because the other party negotiated aggressively. Mere regret or hard bargaining is ordinarily insufficient. Possible grounds that can support relief, depending on the facts, include fraud, misrepresentation, or duress in the formation of the agreement; a mutual mistake of fact; specific provisions that are unenforceable on their face; or terms and surrounding circumstances that rise to the level of unconscionability under Texas standards.  An attorney consultation is the practical first step to evaluate the agreement and available options.

How Our Experience Can Help You

For nearly twenty-five years, our attorneys have drafted, reviewed, and litigated commercial agreements for Texas business owners. That litigation experience has repeatedly shown which drafting choices most often become the source of disputes. We apply those lessons to every contract we prepare or examine so we can avoid incomplete language, undefined rights, or default provisions that make little to no sense.

• Working with the firm places experienced Texas contract counsel on your side of the table.

How long does a contract review take?

Reviews can usually be scheduled within one or two days of first contact and occur during a consultation of up to one hour. The intake team will request the contract and any particular concerns in advance so the reviewing attorney can prepare.