Texas employee nda template

Texas Employee Non-Disclosure Agreement

This Texas Employee Non-Disclosure Agreement (this "Agreement") is made and entered into as of [Date] by and between [Employer Legal Name], a [State of Incorporation] corporation with its registered office located at [Employer Address, including City, State, and Zip Code], in the State of Texas (the “Employer”), and [Employee Legal Name], residing at [Employee Address, including City, State, and Zip Code] (the “Employee”). The Employee’s primary work location is [Employee Work Location, including City, State, and Zip Code], if different from the Employer's registered office.

The Employee is employed by the Employer in the position of [Employee Position].

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information of the Employer or its affiliates that is not generally known to the public, whether tangible or intangible, and that gives the Employer a competitive advantage or the opportunity to obtain such an advantage. Confidential Information includes, but is not limited to:

Technical Information:

Option A: All technical know-how, trade secrets as defined by the Texas Uniform Trade Secrets Act (TUTSA), inventions (whether patentable or not), formulas, source code, object code, algorithms, data structures, processes, workflows, designs, drawings, specifications, and other technical information.

Option B: Specifically, the following technical information: [List Specific Technical Information].

Business Information:

Option A: All financial statements, earnings reports, profit margins, business plans, merger or acquisition plans, marketing strategies, unreleased products, pricing methods, vendor identities, client identities, supply chain details, project timeframes, and other business information.

Option B: Specifically, the following business information: [List Specific Business Information].

Personnel Information:

Option A: All personnel files, employee compensation details, employee benefits details, employee performance reviews, and other employee-related information.

Option B: Specifically, the following personnel information: [List Specific Personnel Information].

Data:

Option A: Any and all data provided or accessed by the Employee in connection with their employment with Employer, in all forms, including oral, written, electronic, visual, and tangible manifestations. This includes, but is not limited to, customer data, financial data, and operational data.

Option B: Only data related to [Specify Specific Data Types].

2. Exclusions from Confidential Information

Notwithstanding the foregoing, Confidential Information shall not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of this Agreement.
• Was rightfully in the Employee's possession prior to the Employee's employment with the Employer, as evidenced by written records.
• Is independently developed by the Employee without use of or reference to any Confidential Information of the Employer.
• Is rightfully received by the Employee from a third party who is not under any obligation of confidentiality to the Employer.
• Is required to be disclosed by law, regulation, court order, or subpoena; provided, however, that the Employee shall provide the Employer with prompt written notice of such requirement prior to disclosure and shall cooperate with the Employer in seeking a protective order or other appropriate remedy.

3. Use of Confidential Information

The Employee shall use the Confidential Information solely for the business purposes of the Employer and solely to the extent necessary to perform the Employee’s duties in the position of [Employee Position]. The Employee shall not use the Confidential Information for personal benefit, or disclose it to any third party, including any new employer or competitor, or use it for any purpose outside the scope of the Employee's employment with the Employer.

Option A: The Employee is authorized to use Confidential Information only for the following specific projects: [List Specific Projects].

Option B: The Employee is authorized to use Confidential Information related only to the following departments: [List Specific Departments].

4. Obligations of Confidentiality

The Employee agrees to take all reasonable precautions to protect the confidentiality of the Confidential Information, including, but not limited to:

• Maintaining all Confidential Information in a secure location.
• Implementing reasonable security measures to prevent unauthorized access to Confidential Information, including physical, electronic, and access-based controls.
• Refraining from copying, downloading, or storing Confidential Information on personal devices, cloud storage, or removable drives unless specifically authorized by the Employer in writing.
• Using password protection and encryption as required by the Employer.
• Controlling the dissemination of Confidential Information within the organization on a strict need-to-know basis.

5. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

Option A: During the Employee’s employment with the Employer and for a period of [Number] years after the termination of that employment.

Option B: During the Employee's employment with the Employer and indefinitely thereafter with respect to trade secrets as defined by the Texas Uniform Trade Secrets Act (TUTSA).

Option C: During the Employee's employment with the Employer and for a period of [Number] years for general Confidential Information and indefinitely for trade secrets as defined by the Texas Uniform Trade Secrets Act (TUTSA).

6. Return of Property

Upon termination of the Employee's employment with the Employer, or at any other time upon the Employer's request, the Employee shall immediately return to the Employer all property of the Employer, including all documents, records, data, and other materials containing or reflecting Confidential Information, whether in tangible or electronic form. The Employee shall also provide the Employer with a written certification that the Employee has returned or destroyed all such property.

7. Notice of Unauthorized Disclosure

The Employee shall immediately notify the Employer in writing upon becoming aware of any suspected or actual unauthorized access, loss, theft, or breach of Confidential Information. The Employee shall cooperate fully with the Employer in any investigation or mitigation efforts.

8. Remedies for Breach

The Employee acknowledges that any breach of this Agreement will cause irreparable harm to the Employer for which monetary damages would be inadequate. Accordingly, the Employer shall be entitled to:

• Injunctive relief and other equitable remedies to prevent or restrain any violation of this Agreement.
• Actual damages sustained by the Employer as a result of the breach.
• Recovery of the Employer's costs and attorneys' fees incurred in enforcing this Agreement.

Option A: In addition to the above, the Employee agrees to pay liquidated damages of [Dollar Amount] for each breach of this Agreement, which amount represents a reasonable estimate of the damages that the Employer would incur as a result of the breach.

Option B: No liquidated damages shall apply.

The Employer reserves the right to audit and monitor the Employee’s use of IT systems for compliance with this Agreement.

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Texas.

Option A: Any dispute arising out of or relating to this Agreement shall be resolved by good faith negotiation, then mediation, and then arbitration in [City Name], Texas, in accordance with the rules of the American Arbitration Association.

Option B: Litigation only.

10. Compliance with Texas Public Policy

This Agreement shall not be construed to prohibit disclosures of unlawful employer actions (including "whistleblower" protections under Texas law), restrict rights to report workplace harassment, discrimination, or criminal conduct, or obstruct the Employee’s participation in legal proceedings or regulatory investigations.

11. Non-Compete and Non-Solicitation (if applicable)

Option A: (Non-Compete Clause) As consideration for the confidential information provided to the employee and in compliance with Texas law, during the Employee's employment and for a period of [Number] years following termination of employment, the Employee will not, directly or indirectly, engage in, own, manage, operate, control, be employed by, participate in, or be connected in any manner with any business that competes with the Employer within a [Number] mile radius of [City Name], Texas, which competitive business provides [Specific Competitive Business Activities]. This clause is subject to, and shall be interpreted in accordance with, applicable Texas law and is deemed reasonable in time, scope, and geography to protect the Employer's legitimate business interests.

Option B: (Non-Solicitation Clause) As consideration for the confidential information provided to the employee and in compliance with Texas law, during the Employee's employment and for a period of [Number] years following termination of employment, the Employee will not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, customer, vendor, or business partner of the Employer to terminate their relationship with the Employer or to engage in business with any other person or entity. This clause is subject to, and shall be interpreted in accordance with, applicable Texas law and is deemed reasonable in time, scope, and geography to protect the Employer's legitimate business interests.

Option C: No non-compete or non-solicitation clauses apply to this agreement.

12. Prior Agreements

The Employee represents and warrants that the Employee is not a party to any agreement that would conflict with the Employee's obligations under this Agreement. The Employee agrees not to use or disclose any proprietary information of any previous employer during the Employee's employment with the Employer. The Employee agrees to notify the Employer immediately of any potential conflicts with prior agreements.

13. Computer Data Protection

The Employee agrees to comply with all applicable provisions of the Texas Identity Theft Enforcement and Protection Act and any other applicable state or federal laws relating to the protection of confidential personal information.

Option A: The employee is required to handle Protected Health Information (PHI) and will abide by all HIPAA regulations under Texas state law.

Option B: The employee is required to handle Personal Identifiable Information (PII) and will abide by all regulations under Texas state law.

14. Remote Work and BYOD (if applicable)

Option A: (Remote Work) If Employee is working remotely, Employee will adhere to the Employer's remote work policy and maintain a secure work environment that protects Confidential Information.

Option B: (BYOD) If Employee is using personal devices, Employee agrees to install and maintain security software as required by the Employer, and agrees that the Employer may access and monitor those devices for compliance purposes.

Option C: Remote Work and BYOD is not relevant for this agreement.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Texas law, the remaining provisions shall remain in full force and effect.

16. Entire Agreement and Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

17. Monitoring

The Employer reserves the right to audit, inspect, or monitor the Employee's use of IT systems for compliance purposes.

18. Acknowledgements

The Employee acknowledges receipt of the Employer's confidentiality policy and any relevant training materials. The Employee further agrees to sign any annual certification mandates required by the Employer.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Legal Name]

Signature: ____________________________

Date: ____________________________