Non-Compete Clauses in Texas Med Spas and Independent Contractors

In the growing Texas med spa industry, protecting your business from competition is a common concern. However, if you rely on independent contractors—such as injectors, nurses, or aestheticians—it is essential to understand the limits of using non-compete clauses in your agreements. Texas law treats employees and independent contractors differently when it comes to enforceability of restrictive covenants, and missteps can expose your business to legal risks. This article outlines key elements of consideration when or whether to implement non-compete clauses in Texas med spa settings.

What Is a Non-Compete Clause?

A non-compete clause restricts a person from working for a competitor or starting a competing business for a certain period and within a specific geographic area after their relationship with the business ends.

In Texas, non-competes are enforceable only if they meet the requirements of Section 15.50 of the Texas Business and Commerce Code:

• They must be ancillary to an otherwise enforceable agreement.

• The limitations on time, geography, and scope of activity must be reasonable.

Independent Contractors vs. Employees: Why It Matters

The enforceability of a non-compete clause depends heavily on the nature of the relationship:

• Employees: Non-compete agreements are enforceable under Texas law when part of an employment contract and when the employer provides confidential information, specialized training, or access to trade secrets.

• Independent Contractors: Texas courts are less likely to enforce non-compete clauses against independent contractors unless the agreement clearly involves the sharing of proprietary information or trade secrets. Courts may also question the validity of a non-compete if it undermines the independent nature of the contractor relationship.

Important Note: Including overly broad restrictions in an independent contractor agreement may actually suggest employee misclassification, which can lead to liability for payroll taxes, unemployment insurance, and labor violations.

Best Practices for Med Spas

If you’re operating a med spa and using independent contractors, consider these steps:

A. Limit Use of Non-Competes

Rather than blanket non-competes, focus on:

• Narrow confidentiality agreements protecting trade secrets, client lists, and proprietary procedures.

• Non-solicitation clauses, which are more likely to be enforceable and prevent the contractor from poaching your clients or staff.

B. Use Precise Contract Language

• Clearly define the contractor relationship (scope of services, control, equipment, etc.).

• Avoid provisions that look like employment terms (set schedules, mandatory training, etc.).

• If including a non-compete, tie it to access to confidential or proprietary business information.

C. Review Agreements Regularly

Make sure all contracts reflect the actual working relationship. Texas law focuses on substance over form, so even if someone is labeled an “independent contractor,” the real-world dynamics must align with that classification.

D. Consider Alternatives

If business protection is critical, you may be better served by:

• Hiring employees (with enforceable non-competes), or

• Creating incentive structures for independent contractors to remain loyal, such as bonuses, profit sharing, or long-term project contracts.

Conclusion on Non-Compete Clauses in Texas Med Spas and Independent Contractors

For Texas med spas, balancing the need to protect your business with legal compliance is key. Non-compete clauses are often not enforceable—or appropriate—for independent contractors and misusing them could expose your business to liability. Focus instead on clear contracts, strong confidentiality protections, and proper worker classification.

Feel free to reach out if you need more specific information or further clarification.

Weitz Morgan is a leading law firm in Texas in providing comprehensive advice and guidance to med spas. With a deep understanding of the unique challenges and complexities faced by this rapidly growing industry, our team of experienced attorneys is dedicated to helping med spas navigate the legal landscape successfully.

We recognize that med spas operate at the intersection of healthcare and beauty, which necessitates a multifaceted approach to representation. Our firm offers a range of services, including a flat-fee med spa formation package and an outside general counsel subscription, tailored to meet the specific needs of med spas, ensuring compliance, mitigating risks, protecting licenses, and fostering a legally sound business environment.