Nonsolicitation in Tennessee Real Estate: How to Deter Client Poaching

Last reviewed: October 13, 2025

What Is a Nonsolicitation Agreement?

A nonsolicitation agreement limits a former agent or employee from soliciting a brokerage’s clients, prospects, or workforce for a period after departure. In real estate, these clauses often appear in independent contractor agreements, employment agreements, team agreements, and firm policies. They differ from noncompetes by targeting outreach to specific relationships, not general competition.

Tennessee Law Overview

Under Tennessee law, restrictive covenants (including nonsolicitation clauses) are enforceable when they are reasonable and protect a legitimate business interest. Courts assess scope (activities restricted), categories of people covered (clients, prospective clients, agents/staff), duration, and—if relevant—geography. See Vantage Tech., LLC v. Cross and the Tennessee Bar Association’s overview of noncompete jurisprudence (TBA Journal).

Tennessee courts may, in some circumstances, modify or partially enforce overbroad covenants rather than voiding them outright, depending on the facts and contract language. See Central Adjustment Bureau, Inc. v. Ingram.

Legitimate Business Interests in Real Estate

Common protectable interests include:

• Confidential client lists, preferences, and transaction histories
• Pricing, staging, and marketing strategies and playbooks
• Lead pipelines, referral sources, and CRM data
• Vendor terms and partner relationships (e.g., lenders, stagers, photographers, title companies)
• Investments in training, brand goodwill, and team development

Connect the restriction to these interests and explain why limiting outreach to defined contacts is necessary to prevent unfair diversion of deals.

Clients, Prospects, and Referral Sources

Define covered relationships with specificity, such as:

• Active clients under listing or buyer-representation agreements
• Closed clients within a reasonable lookback (e.g., 6-18 months, tailored to your cycle)
• Warm prospects generated by the firm (e.g., from brokerage-paid lead sources)
• Referral partners developed by the brokerage (e.g., lenders, stagers, photographers, title companies)

Consider carve-outs for the agent’s pre-existing contacts documented at onboarding to reduce friction and improve enforceability.

Agents and Staff Nonsolicitation

For team leaders and high-profile agents, it is common to restrict targeted recruiting of the brokerage’s agents, transaction coordinators, and staff. Define “solicit” to capture targeted outreach (direct messages, calls, one-to-one pitches) while allowing general job advertising not aimed at your people. Specify which roles are covered and set a reasonable duration.

Scope and Duration

Reasonableness is fact-specific. Align duration and any geographic elements with your actual service footprint and how long your information remains competitively sensitive. For multi-MLS and online operations, activity-based limits (no direct contact with defined relationships) often fit better than broad geographic bans. See Vantage Tech., LLC v. Cross.

What Counts as Solicitation?

Clarify prohibited conduct, such as direct messages, emails, calls, mailers, or targeted social media directed at covered clients or agents. Distinguish general advertising to the public—which is typically permissible under a well-drafted clause—from targeted outreach. Address “indirect” solicitation (e.g., using a third party) and bar use of confidential lists to enable outreach.

Protecting Confidential Information

Pair nonsolicitation with strong confidentiality and return-of-materials provisions covering CRM data, lead lists, deal notes, CMAs prepared by the firm, vendor pricing, and marketing plans. Require prompt return or secure deletion of records on departure, including materials on personal devices or cloud storage synced with the firm’s systems.

Independent Contractors vs. Employees

Many Tennessee agents are independent contractors. Restrictive covenants can still apply, but the agreement should reflect contractor status and avoid controls inconsistent with that classification. Define supervisory rights, brand standards, and deliverables precisely while maintaining contractor independence for tax and labor purposes.

Enforcement and Practical Steps

If issues arise, act promptly: preserve evidence (CRM logs, emails, call records), send a targeted cease-and-desist letter, and consider interim assurances. Courts may grant injunctive relief to stop ongoing solicitation if the covenant is enforceable and the facts support it. Document onboarding and offboarding to show that covered relationships and data originated with the firm.

Coordination With Real Estate Regulations

Ensure your covenants and policies are consistent with Tennessee Real Estate Commission requirements, supervision and advertising rules, and record-keeping obligations. Policies should not impede a consumer’s right to choose their agent, and communications must comply with truth-in-advertising and fair housing laws. See the TREC site for current rules and guidance.

Common Pitfalls

• Overbroad definitions that effectively cover the general public or all real estate activity
• Bans on ordinary competition instead of targeted outreach to firm relationships
• No carve-out for the agent’s pre-existing contacts
• Vague terms like “any contact” not tied to firm-originated relationships
• Missing return-of-data procedures, enabling quiet solicitation using retained lists
• Inconsistent terms between team agreements and brokerage policies

When to Update Your Agreements

Revisit covenants when you expand into new markets, change CRM/lead sources, add teams, revise compensation, or when legal developments affect restrictive covenants. Match duration and scope to how long your data and relationships remain competitively sensitive.

FAQ

Are nonsolicitation clauses enforceable against independent contractor agents in Tennessee?

Yes, if the clause is reasonable and protects legitimate business interests. The agreement should reflect contractor status and avoid controls inconsistent with that classification.

Do I need a geographic limit for a nonsolicitation clause?

Not necessarily. Activity-based restrictions focused on defined relationships are often sufficient and more tailored than broad geographic bans.

Is general advertising allowed after an agent departs?

Usually yes, provided it is not targeted at the firm’s defined clients, prospects, or workforce, and complies with advertising and fair housing rules.

How long should a nonsolicitation clause last?

Common ranges are 6-18 months, tied to how long your client data and relationships remain competitively sensitive.

How We Can Help

We draft, review, and enforce nonsolicitation clauses tailored to Tennessee real estate brokerages, teams, and agents. We can audit your agreements and policies, align them with TREC rules, and respond quickly to suspected client or agent poaching. Contact us to get started.

Sources

• Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28 (Tenn. 1984)
• Vantage Tech., LLC v. Cross, 17 S.W.3d 637 (Tenn. Ct. App. 2000)
• Tennessee Bar Association Journal: Tennessee Courts and Noncompete Agreements
• Tennessee Real Estate Commission (TREC) – Rules and Guidance

Disclaimer: This blog is for general informational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. Consult a Tennessee-licensed attorney about your specific situation.