Texas mutual nda template

Texas Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Address] (“Party A”),

and

[Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Address] (“Party B”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or in any other tangible form, that is: (a) designated as confidential, or (b) reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Trade secrets as defined under the Texas Uniform Trade Secrets Act (TUTSA);
• Intellectual property;
• Proprietary business information;
• Financial data;
• Client or vendor lists;
• Technical and operational details;
• Business strategies;
• Source code;
• R&D activity;
• Know-how;
• Contractual terms.

2. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available other than as a result of a disclosure by the Receiving Party in violation of this Agreement.
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records, and without any obligation of confidentiality.
• Is lawfully obtained by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.
• Is required to be disclosed by law, court order, or government regulation, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

3. Mutuality of Obligation

Each Party acknowledges and agrees that its obligations under this Agreement are mutual, and that each Party is both a Disclosing Party and a Receiving Party.

4. Use of Confidential Information

The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of [State the Purpose, e.g., evaluating a potential joint venture, providing consulting services, etc.] (the “Purpose”). The Receiving Party shall not use the Confidential Information for any other purpose, nor shall it disclose the Confidential Information to any third party, without the Disclosing Party's prior written consent.

5. Security Measures

The Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event with less than reasonable care. Such measures shall include, but are not limited to:

• Limiting access to Confidential Information to those employees, agents, contractors, and affiliates with a need to know for the Purpose.
• Maintaining secure storage for all Confidential Information.
• Implementing password protection for electronic files containing Confidential Information.
• Controlling transmission and duplication procedures for Confidential Information.

The Receiving Party shall require all employees, agents, contractors, and affiliates who have access to the Confidential Information to execute written agreements containing confidentiality obligations no less restrictive than those contained in this Agreement.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for the duration of the business relationship or project, and for a period of:

• Option A: Three (3) years following the termination of the relationship or project.
• Option B: Five (5) years following the termination of the relationship or project.
• Option C: Indefinitely, with respect to Trade Secrets as defined under the Texas Uniform Trade Secrets Act (TUTSA) and Texas Law.

Either party may terminate this agreement with [Number] days written notice.

7. Return or Destruction of Confidential Information

Upon the termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies and derivative works thereof, or, at the Disclosing Party's option, shall destroy such Confidential Information and provide the Disclosing Party with written certification of such destruction.

8. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information, and shall cooperate with the Disclosing Party in investigating and remedying any such breach or suspected breach.

9. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, in the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief to restrain such breach, without the necessity of posting a bond (to the extent permitted by Texas law).
• Actual damages, including reasonable attorneys' fees, to the extent permitted by Texas law.

Nothing in this Agreement shall be construed as limiting any other legal or equitable remedies available to the Disclosing Party.

10. Choice of 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 legal 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, and each Party hereby consents to the jurisdiction of such courts.

11. Non-Compete and Non-Solicitation

It is the intent of the parties that this NDA does not create any unenforceable restraints on trade under Texas law. To the extent that any provision of this NDA could be construed as a non-compete or non-solicitation agreement, the parties agree that such provision shall be interpreted and enforced in accordance with applicable Texas law, and if necessary, modified to the minimum extent necessary to make it enforceable. Any restrictive covenants should be clearly distinguished from the confidentiality obligations set forth in this agreement.

12. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. If any provision can be modified to be enforceable, such modification should be made.

13. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14. Assignment

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except in the event of a merger, acquisition, or sale of all or substantially all of its assets.

15. 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 in the preamble to this Agreement.

16. Data Protection

Each party shall comply with all applicable Texas data protection statutes and any other relevant regulations regarding the protection of confidential data.

17. Alternative Dispute Resolution

The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation is unsuccessful, the parties agree to attempt mediation in [City, Texas] before resorting to litigation. The costs of mediation shall be shared equally by the parties.

18. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered valid and binding in accordance with the Texas Uniform Electronic Transactions Act.

19. Entire Agreement

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.

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

[Disclosing Party Name]

By: [Signature]

Name: [Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Name]

Title: [Title]