Former employer threatening to sue over non-solicitation - am I actually restricted?

I left my sales job at a SaaS company in Austin 3 weeks ago. Signed a non-solicitation agreement when I started 2 years ago that says I can't "solicit or contact" any clients for 12 months after leaving.

Two clients reached out to ME asking if I'm still with the company. I told them I moved to a competitor. Now my former employer is sending cease and desist letters saying I violated the agreement and they're going to sue.

I didn't reach out to anyone. They contacted me. Am I in trouble here?

If they reached out to you first, that's usually not considered solicitation. The key word is "solicit" - which means you initiated contact to try to get their business.

Responding to inbound inquiries is generally okay. But I'm not a lawyer so take that with a grain of salt.

You're in Texas, which is actually more restrictive on non-competes and non-solicits than many states, but there are important limitations.

First, the distinction between solicitation and responding to inbound contact matters. If the clients genuinely reached out to you unprompted, that's typically not solicitation. However, you need to be able to prove:

• You didn't initiate the contact (save those messages/emails)
• You didn't encourage them to reach out before you left
• You didn't advertise your move in a way designed to trigger contact

Second question: did the company give you anything of value (consideration) when you signed the non-solicit? In Texas, if they made you sign it AFTER you were already employed without additional compensation, it might not be enforceable.

I have the LinkedIn messages and texts showing they reached out first. One literally said "Hey are you still at [Company]? We need help with X and haven't heard from our account manager."

I signed the non-solicit on my first day as part of my offer letter package. Does that count as consideration?

Yes, if it was part of your original offer, the job itself is the consideration. That's generally valid.

Those messages are gold - keep them. Screenshot everything. That's pretty clear evidence you didn't solicit them.

The cease and desist is likely just scare tactics. Most companies send those reflexively. They probably won't actually sue because:

1. Litigation is expensive
2. They'd have to prove damages (lost revenue from those specific clients)
3. Your evidence shows no solicitation occurred

But you should respond formally. Don't ignore it.

I see this ALL the time in tech sales. 9 out of 10 times it's just the company trying to scare you. They almost never follow through with actual lawsuits unless you took like 50% of their client list.

How many clients are we talking about?

Just 2 clients. Both were in my territory but I probably managed like 30+ accounts total when I was there.

What should my response letter say? Should I get a lawyer to write it or can I do it myself?

For 2 clients, you could probably write it yourself, but having an attorney letterhead makes it more serious. Most employment lawyers will do a response letter for $500-1000.

Your response should:

• Acknowledge receipt of their C&D
• State clearly that you did not solicit any clients
• Explain that clients contacted you unsolicited (reference specific dates/evidence)
• State that you have complied and will continue to comply with the non-solicitation agreement
• Decline their demand for whatever they're asking (probably to cease contact with those clients)

Keep it professional and factual. Don't get emotional or defensive.

Update: Hired a local employment attorney. She reviewed the agreement and the messages and said I'm in the clear. She's drafting a response letter.

She also pointed out that the non-solicit only restricts me from "actively soliciting" clients, and Texas courts interpret that narrowly. Responding to inbound requests doesn't qualify.

Feeling a lot better about this. Thanks everyone.

Great move hiring someone. That's exactly right - "actively soliciting" is the key language, and Texas case law supports your position.

One more thing: going forward, be very careful about LinkedIn activity. Don't post anything like "DM me if you want to switch providers" or similar. That could be construed as solicitation.

Final update: Attorney sent the response letter on May 12. Haven't heard anything back from former employer. Attorney says that's typical - they usually just drop it after getting a formal legal response.

Total cost was $850 for consultation + letter. Worth every penny for peace of mind.