Texas consultant nda template

Texas Consultant Non-Disclosure Agreement

This Texas Consultant Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between [Engaging Party Full Legal Name], a [Engaging Party Entity Type, e.g., Texas Corporation] with its principal place of business at [Engaging Party Full Address] ("Discloser"), and [Consultant Full Legal Name], a [Consultant Entity Type, e.g., Individual, Texas LLC] with its principal place of business/residence at [Consultant Full Address] ("Consultant").

WHEREAS, Discloser desires to engage Consultant to provide consulting services relating to [Project/Engagement Reference] (the "Project"); and

WHEREAS, in connection with the Project, Discloser may disclose to Consultant certain Confidential Information (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Discloser to Consultant, whether orally, visually, electronically, or in writing, that relates to Discloser's past, present, or future business activities, including, but not limited to:

• Technological processes, client/customer/vendor information, business and marketing strategies
• Patentable and non-patentable inventions, financial, pricing, and project data
• Deliverables and product specifications under the consulting scope
• Ideas, know-how, source code, software, algorithms
• All materials disclosed verbally, visually, electronically, or in writing, specifically in connection with the consulting services.

2. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to any information which:

• Is publicly known at the time of disclosure.
• Is rightfully received by Consultant from third parties unaffiliated with Discloser.
• Is independently developed by Consultant without access to the Confidential Information.
• Is required to be disclosed pursuant to valid legal process, court order, or Texas or Federal statutes, provided that Consultant gives Discloser prompt written notification and cooperates with protective measures.

3. Permitted Use

Consultant may access and use Confidential Information solely for the purpose of performing the defined consulting services for Discloser in connection with the Project. Consultant is expressly prohibited from using the Confidential Information for any personal, competitive, or unrelated commercial purpose, or from reverse engineering, decompiling, or creating derivative works outside the scope of the Project.

4. Protection of Confidential Information

Consultant shall implement and maintain reasonable and industry-appropriate measures to safeguard the Confidential Information, including physical, technical, and administrative controls for storage, access, use, and electronic transmission.

• Option A: Consultant shall comply with the following digital security standards: [Specify Digital Security Standards].
• Option B: Consultant shall maintain password protections and policies for handling sensitive data in compliance with the Texas Uniform Trade Secrets Act (TUTSA) and the Texas Business and Commerce Code.

5. Term

The obligations of confidentiality under this Agreement shall begin no later than the first disclosure and shall survive the termination of the consulting engagement for a period of:

• Option A: Two (2) years.
• Option B: Three (3) years.
• Option C: Five (5) years.
• Option D: Indefinite, regarding trade secrets as defined under Texas law.

6. Return of Confidential Information

Upon conclusion of the consultancy or at the written request of Discloser, Consultant shall immediately return or certify the destruction of all Confidential Information and derived material (including all electronic files, notes, summaries, and working papers). The destruction shall be certified in writing by [Name] and submitted to [Email Address] within [Number] days.

7. Notice of Unauthorized Disclosure

Consultant shall provide prompt written notice to Discloser upon any actual or suspected unauthorized use, disclosure, loss, or breach of Confidential Information and shall actively cooperate with investigation, mitigation, and reporting requirements as per Texas data breach notification laws where applicable.

8. Remedies

In the event of a breach of this Agreement, Discloser shall be entitled to seek:

• Injunctive relief.
• Actual and consequential damages.
• Punitive damages where permitted by Texas law.
• Equitable remedies.
• Indemnification of Discloser by Consultant for any third-party claims.
• Recovery of attorney’s fees and costs as allowed by Texas statutes.

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation conducted in [City, Texas].
• Third, if the dispute is not resolved through mediation, the parties shall submit the dispute to binding arbitration or litigation in the courts of [County, Texas]. Exclusive jurisdiction and venue shall be in such courts, and Texas law shall apply, including the Texas Uniform Trade Secrets Act and relevant provisions of the Texas Business and Commerce Code.

10. Compliance with Laws

Consultant shall comply with all applicable Texas laws and regulations, including data protection requirements under the Texas Data Privacy and Security Act if relevant, industry-specific statutes (e.g., healthcare, energy), and professional licensing or ethical obligations if Consultant is a regulated professional.

11. No Offer of Employment; Ownership

This Agreement does not constitute an offer or guarantee of employment, nor does it grant any intellectual property ownership, rights, or licenses except as expressly provided. Ownership of any work product or inventions created during the consulting engagement shall be determined as follows:

• Option A: Under Texas law, work will be considered "work for hire."
• Option B: Any inventions or work product will be assigned to Discloser.

12. Texas-Specific Notices

The parties acknowledge that covenants not to disclose are enforceable under Texas law, subject to limitations regarding reasonableness. This Agreement is intended to comply with Texas public policy, is not overly broad, does not restrain lawful business, and does not violate Texas anti-competition statutes. If any limitation is held invalid by a Texas court, it is severable.

13. Amendment and Waiver

All amendments or waivers to this Agreement must be in writing and signed by both parties. Electronic signatures are valid and enforceable per Texas law.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings related to confidentiality for this consulting relationship.

15. Assignment

This Agreement shall be binding on heirs, assigns, or successors only if permitted under Texas law and as customized for the consulting context.

16. Notice

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

17. Supplemental Requirements

• Option A: The consulting engagement requires compliance with federal regulations, specifically [Specify Federal Regulations, e.g., Export Control, ITAR, HIPAA].
• Option B: No supplemental requirements are applicable.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Engaging Party Full Legal Name]

By: [Name]

Title: [Title]

[Consultant Full Legal Name]

By: [Name]

Title: [Title, e.g., Consultant]