Review and Drafting of Med Spa Contracts and Vendor Agreements

Running a med spa here in Texas? It’s incredibly rewarding, but let me tell you, it also throws you straight into a maze of legal issues. And honestly, a big part of that maze comes down to your contracts. Every single agreement you sign (whether it’s with your medical director, your IV therapy supplier, or your membership clients) carries real weight for compliance, patient safety, and your business as a whole. When those contracts are vague, outdated, or just not drafted the right way, you can wind up facing regulatory trouble, financial losses, or situations you definitely don’t want on your plate.

That’s exactly why I spend so much of my time at Brewster Law Firm in Sugar Land helping med spa owners, investors, and MSOs get their contracts in order. When your agreements are solid, you run your business with confidence, you stay compliant, and you avoid headaches before they ever start.

Key Takeaways

• Texas has very specific laws for health spa contracts under Chapter 702 of the Texas Occupations Code
• Med spas need clear agreements with medical directors, staff, and vendors, and those agreements must reflect CPOM limits and new IV therapy rules
• Good contracts cut down on liability, improve compliance, and keep business relationships running smoothly
• Because Texas regulations change quickly, regular contract review isn’t optional. It’s essential

What Makes Med Spa Contracts Unique in Texas

Med spa contracts aren’t like your everyday business contracts. In Texas, they have to juggle medical regulations, spa rules, and patient safety requirements all at the same time. Sound complicated? It can be.

One huge factor here is the Corporate Practice of Medicine doctrine. In simple terms, it says non-physicians can’t control or run medical practices. So if your med spa provides medical services, your structure and your contracts need to reflect that reality, or you could land in serious trouble.

Then we have the Texas Health Spa Act under Chapter 702. This isn’t just something you worry about for gym memberships. It affects med spas too. These rules dictate how your client membership contracts must be written, what must be disclosed, how long they can run, how refunds work, and even how you handle prepaid funds.

And just when you think you’ve got it all down, the laws change again. A good example is House Bill 3749 (sometimes called Jenifer’s Law), which goes into effect on September 1, 2025. It tightens oversight of elective IV therapy. This means your medical director agreement, delegation protocols, and staffing arrangements must all reflect those new requirements. If they don’t, you could be looking at compliance issues you didn’t bargain for.

Key Contracts That Med Spas Need

If you run a med spa in Texas, or you’re planning to open one soon, here are the contracts you absolutely need to have in place.

Membership and Health Spa Contract

These are the agreements clients sign when they join your spa or prepay for services. Texas has strict rules for these, so they must do the following:

• Be written and signed
• Display the spa’s registration number
• Disclose available membership plans if a customer asks
• Clearly show cancellation, refund, and prepayment terms in noticeable text
• Include the projected opening date if your spa hasn’t opened yet
• Stay within the allowed contract term, usually up to three years (or up to five years if financed)

Medical Director and Physician Agreement

This is the agreement that defines your relationship with the physician who oversees your medical services. It should include the following:

• A clear breakdown of the physician’s responsibilities like oversight, delegation, patient review, SOP approvals, and safety checks
• Delegation rules, especially for IV therapy (HB 3749 only allows certain licensed professionals to administer IV infusions)
• Training standards, credentialing requirements, and ongoing supervision expectations
• Liability allocation, insurance, and indemnification if something goes wrong
• Regular review requirements and documentation expectations

Employment and Independent Contractor Agreements

Your med spa staff might include RNs, NPs, PAs, estheticians, laser techs, and front desk staff. Their agreements should spell out the following:

• Scope of practice and required credentials for clinical staff
• Duties, confidentiality, performance metrics, and termination rights for non-clinical staff
• Non-compete rules that comply with Texas Business and Commerce Code section 15.50
• Clear compliance expectations that tie back to medical director protocols

Vendor and Supplier Agreements

Med spas rely heavily on vendors. For these agreements, make sure you have the following:

• Detailed descriptions of deliverables like training, device maintenance, replacements, or updates
• Responsibility for equipment malfunctions or device-related injuries
• Compliance requirements tied to Texas med spa laws
• Audit rights so you can ensure the vendor is doing things correctly
• Indemnification and insurance requirements for both sides

Critical Contract Clauses and Risk Points

When you’re reviewing or drafting your contracts, keep an eye on these high-risk areas.

Disclosure and Transparency

Membership contracts must include key disclosures in a way clients can easily see and understand.

Termination and Refund Rules

Spell out exactly how cancellation works and what happens to prepaid money. If your spa doesn’t open or can’t stay open, clients may be entitled to a refund.

Prepayment Security

If you collect money before your spa opens, Texas may require that you secure those funds through escrow or another method.

Liability and Insurance

Make sure the contract explains who’s responsible for what and what insurance must be carried.

Non-Compete Restrictions

Non-competes need to be reasonable and tied to a valid agreement. Healthcare practitioners also now receive extra protections under newer Texas laws.

Delegation and Oversight Terms

Your medical director agreement must explain delegation, training, supervision, and how you handle IV therapy under HB 3749.

Audit and Compliance Provisions

Give yourself the right to audit vendors, review SOPs, and request regular reporting.

Drafting Strategies and Best Practices

Here are some practical ways to build strong contracts for your med spa.

Match Your Structure to Texas Law

Texas CPOM rules mean you usually need a physician-owned medical entity plus a separate MSO for non-medical operations.

Define Roles Clearly

Be specific about who does what. Medical decisions are for physicians. Operations belong to the MSO. Avoid any language that blends these roles.

Stay Updated

When laws change, your contracts should change too. This includes everything from your delegation rules to your staff agreements.

Use SOPs as Attachments

Instead of loading the contract with every detail, attach SOPs that you can update later without rewriting the whole agreement.

Build in Flexibility

Include annual review periods or other checkpoints so you can revise terms as your business grows or regulations shift.

Get Professional Review

It’s smart to have an attorney who knows med spa and small business law go through your contracts. A fresh legal review can save you from bigger problems later.

Real-World Example

Let me show you how this plays out in real life.

A med spa in Sugar Land (let’s call it Glow Aesthetics) decides to add IV infusions. The owner isn’t a physician, so the structure uses a physician-owned PLLC for medical services and a separate MSO for operations.

Glow Aesthetics brings in a vendor for IV therapy equipment and training and asks me to draft the agreement and update the medical director contract. We include the following:

A medical director clause requiring supervision of IV therapy, SOP approval, and quarterly audits

A delegation clause that limits IV administration to licensed professionals like RNs and PAs

A vendor clause that requires strong training standards, indemnification for device failure, and audit rights

Updated membership terms that comply with the Health Spa Act

The result is simple. Glow Aesthetics avoids compliance problems, protects patient safety, and makes sure everyone understands their role. And honestly, that clarity helps create a safer, more trustworthy environment for everyone involved.

Why Legal Review Matters for Your Med Spa

It’s easy to think you’re running a spa. But legally, a med spa in Texas operates a lot like a medical practice that also runs a business. That means higher stakes.

Without solid contracts, you face the following:

• Regulatory trouble if you violate Chapter 702 or structure your business incorrectly
• Financial risk if your vendor terms or prepayment rules fail
• Operational risk if your medical director or staff agreements don’t define supervision clearly
• Reputational risk if a dispute or compliance issue becomes public

This is why getting a legal review and working with someone who understands both small business law and Texas health care rules is so important.

FAQ

Q. Do I need a specific kind of membership contract for med spas in Texas?

A. Yes. The Health Spa Act requires certain disclosures, written terms, cancellation rules, limits on contract length, and refund procedures.

Q. Can a non-physician own a med spa in Texas?

A. Not directly. Most med spas use a physician-owned entity for medical services and an MSO for the non-medical side.

Q. How does HB 3749 affect my med spa contracts?

A. It tightens IV therapy oversight and requires your medical director and staff contracts to follow new delegation and supervision rules.

Q. What goes into a medical director agreement?

A. Oversight duties, training, delegation rules, SOPs, audits, liability, and compliance expectations.

Q. Are non-compete clauses enforceable in Texas?

A.Yes, as long as they follow state requirements and are reasonable.

Q. How should I handle vendor agreements for devices or injectables?

A. Spell out liability, training, audit rights, indemnification, and compliance responsibilities.

Q. Do I need to escrow prepaid membership money before opening?

A. Possibly. Texas law has specific rules for prepaid funds, and you may need to secure them.

Q. How often should I review my contracts?

A. Anytime regulations change or you add services, vendors, or staff. Regular review is smart business.

Let’s Make Your Contracts Work for You

If you’re running or opening a med spa in Texas, your contracts should protect you, not stress you out. Here at Brewster Law Firm, I help med spa owners create agreements that support safe operations and long-term growth. I know the Texas regulatory landscape, and I help you stay aligned with it.

When you work with me, you gain the following:

Peace of mind knowing your contracts match Texas CPOM rules

Protection from compliance missteps involving IV therapy, vendors, or staffing

A partner who can help you negotiate, revise, and enforce agreements that actually work in real life

Whenever you’re ready, let’s sit down and talk about how to make your contracts a solid foundation instead of a source of risk.