Texas nda template

Texas Nondisclosure Agreement

This Nondisclosure Agreement (this "Agreement") is made and entered into as of this [Date], by and between [Disclosing Party Name], located at [Disclosing Party Address] ("Disclosing Party"), and [Receiving Party Name], located at [Receiving Party Address] ("Receiving Party").

This Agreement is:

• Unilateral (Disclosing Party is disclosing confidential information)
• Mutual (Both parties are disclosing confidential information)

1. Purpose

The purpose of this Agreement is to protect the confidential information of the Disclosing Party related to [Description of Purpose, e.g., business negotiations, potential joint venture, evaluation of a project].

2. Definition of Confidential Information

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

• Technical data, trade secrets, know-how, inventions, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, customer lists, pricing information, financial information, and business plans.
• Information relating to the Disclosing Party's employees, contractors, agents, or consultants.
• Software, source code, object code, algorithms, data structures, and databases.

Exclusions

The term "Confidential Information" does not include information that:

• Is or becomes publicly known through no fault of the Receiving Party.
• Is already in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• 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 rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
  • Option A: Receiving Party may disclose Confidential Information to its employees, contractors, agents, and consultants (collectively, "Representatives") who have a need to know such information for the Purpose, provided that such Representatives are bound by written agreements with confidentiality obligations no less restrictive than those contained in this Agreement.
  • Option B: Receiving Party shall not disclose the Confidential Information to any of its Representatives without the express written consent of the Disclosing Party.
• Use the Confidential Information solely for the Purpose.
• Not use the Confidential Information for its own benefit or the benefit of any third party, other than as contemplated by the Purpose.
• Promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information.
• Cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party protect its rights in the Confidential Information and to prevent any further unauthorized use or disclosure of the Confidential Information.

4. Permitted Use

The Receiving Party may use the Confidential Information solely for the Purpose described in Section 1.

• Option A: The Receiving Party may share the Confidential Information with its employees, contractors, or advisors who have a need to know the information for the Purpose, provided they are bound by confidentiality obligations at least as protective as those in this agreement.
• Option B: The Receiving Party shall not share the Confidential Information with any third party or internal party without express written consent of the Disclosing Party.

5. Term and Termination

This Agreement shall commence on the date first written above and shall continue in full force and effect for a period of [Number] years.

• Option A: The obligation to protect trade secrets shall continue indefinitely.
• Option B: This agreement may be terminated by either party with [Number] days written notice.

6. Exceptions

The Receiving Party may disclose Confidential Information if required to do so by law, court order, or other legal process.

• Option A: The Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
• Option B: The Receiving Party shall not disclose Confidential Information until they are legally compelled to do so, and have exhausted all avenues to protect the information’s confidentiality.

7. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof.

• Option A: Alternatively, upon the Disclosing Party's written request, the Receiving Party shall destroy all Confidential Information in its possession or control and certify in writing to the Disclosing Party that it has done so.
• Option B: The Receiving Party may retain one copy of the Confidential Information for archival or compliance purposes, subject to the terms of this Agreement.

8. Remedies

The Disclosing Party shall be entitled to injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement by the Receiving Party, in addition to any other remedies available at law or in equity.

• Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B: Neither party shall be liable for any consequential, incidental, or punitive damages arising out of or related to this Agreement.

9. Governing Law and Forum

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.

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.
• Option B: The parties agree to attempt to resolve any disputes through mediation before initiating any legal action.

10. 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, between the parties with respect to such subject matter.

11. Amendment and Waiver

No amendment to or modification of this Agreement shall be effective unless it is in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

12. Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

• Option A: This Agreement may be assigned to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of the assigning party's assets.
• Option B: This agreement can be transferred to subsidiaries with written notice from the assigning party.

13. Texas Uniform Trade Secrets Act

The parties acknowledge that the Confidential Information may include trade secrets subject to the Texas Uniform Trade Secrets Act. The Receiving Party agrees to comply with all applicable provisions of the Texas Uniform Trade Secrets Act in its use and protection of the Confidential Information.

• Option A: This clause does not expand or limit the definition of trade secrets under the Texas Uniform Trade Secrets Act.
• Option B: The parties agree that customer lists, pricing information, and business plans are considered trade secrets under the Texas Uniform Trade Secrets Act.

14. Severability

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

15. Notices

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

• Option A: Notices may also be sent by email, provided that a confirmation of receipt is requested and received.
• Option B: Notices shall be deemed effective upon receipt, regardless of the method of delivery.

16. Counterparts and 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 deemed to have the same force and effect as original signatures.

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

Disclosing Party:

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

Signature: ____________________________

Receiving Party:

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]

Signature: ____________________________