Texas partnership nda template

Texas Partnership Non-Disclosure Agreement

This Texas Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date], by and among:

• [Name of Partner 1], with a business address at [Address of Partner 1], Contact Person: [Contact Person of Partner 1], Authorized Signatory: [Authorized Signatory of Partner 1] (“Partner 1”); and
• [Name of Partner 2], with a business address at [Address of Partner 2], Contact Person: [Contact Person of Partner 2], Authorized Signatory: [Authorized Signatory of Partner 2] (“Partner 2”).

Collectively, Partner 1 and Partner 2 are referred to as the “Partners”.

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by one Partner (the "Disclosing Partner") to the other Partner (the "Receiving Partner") relating to the Partnership, whether disclosed orally, visually, or in written, electronic, or other form.

• Option A: Including, but not limited to: partnership business plans, marketing strategies, partnership financials, partnership meeting minutes, investment proposals, partnership agreements and amendments, partnership operational data, proprietary processes, client and vendor lists unique to the partnership, and any jointly developed intellectual property.
• Option B: Confidential Information includes all information designated as confidential by the Disclosing Partner.
• Option C: Only information related to [Specify Subject Matter] will be considered Confidential Information.

2. Exclusions from Confidentiality

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

• Option A: Was already known to the Receiving Partner prior to its disclosure by the Disclosing Partner, as evidenced by written records.
• Option B: Is or becomes publicly available through no fault of the Receiving Partner.
• Option C: Is rightfully received by the Receiving Partner from a third party who is not bound by any confidentiality obligation to the Disclosing Partner.
• Option D: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Partner provides the Disclosing Partner with prompt written notice of such requirement to allow the Disclosing Partner to seek a protective order or other appropriate remedy, where lawful and practical.

3. Use of Confidential Information

The Receiving Partner shall use the Confidential Information solely for the purpose of executing partnership business and partnership decision-making.

• Option A: The Receiving Partner shall not use the Confidential Information for any other purpose, including, but not limited to, any commercial or private use unrelated to the Partnership.
• Option B: The Receiving Partner is permitted to use the confidential information for [Specific purpose].
• Option C: The Receiving Partner can only share the information with the following people: [List of people].

4. Duty of Care

The Receiving Partner shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

• Option A: Including, but not limited to, password protection, encryption, access limitation to designated partnership representatives, and recordkeeping of information access.
• Option B: Specific security measures required: [Specify Security Measures].
• Option C: The receiving partner must follow best practices to ensure data is secured.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the Partnership and for a period of [Number] years after the expiration or termination of the Partnership.

• Option A: The obligations of confidentiality shall continue indefinitely for information that constitutes a trade secret under the Texas Uniform Trade Secrets Act.
• Option B: The confidentiality obligation is only in effect while all partners are still alive.
• Option C: The confidentiality obligation is only in effect during the duration of this partnership.

6. Return of Confidential Information

Upon the expiration or termination of this Agreement, or upon written request of the Disclosing Partner, the Receiving Partner shall promptly return or securely destroy all Confidential Information and any derivative works thereof.

• Option A: The Receiving Partner shall provide written certification of such destruction to the Disclosing Partner.
• Option B: The receiving partner will be able to retain the data, but only in an offline secure location.
• Option C: All information will be returned immediately.

7. Unauthorized Disclosure

The Receiving Partner shall immediately notify the Disclosing Partner in writing upon discovery of any unauthorized use or disclosure of the Confidential Information and shall cooperate in good faith with the Disclosing Partner to remedy such breach.

• Option A: The notification must include a detailed description of the breach, the information compromised, and the measures taken to mitigate the damage.
• Option B: The receiving partner must notify all partners within [Number] days.
• Option C: Notification must be immediate via telephone.

8. Remedies for Breach

The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Partner for which monetary damages may be inadequate.

• Option A: In the event of a breach or threatened breach of this Agreement, the Disclosing Partner shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, including actual damages and reasonable attorneys’ fees.
• Option B: Liquidated damages of [Dollar Amount] per breach.
• Option C: Specific Performance will be pursued as the remedy.

9. Governing Law and Dispute Resolution

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, including the Texas Business & Commerce Code and the Texas Uniform Trade Secrets Act.

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [County Name] County, Texas. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Texas.
• Option C: All disputes must be resolved through arbitration.

10. Data Protection Compliance

The Receiving Partner shall comply with all applicable Texas privacy and data breach notification laws, including Tex. Bus. & Com. Code Ann. § 521, Chapter 521, regarding the handling of any personal information included in the Confidential Information.

• Option A: Specific data protection requirements: [Specify Data Protection Requirements].
• Option B: All data must be encrypted to comply with the most up-to-date compliance.
• Option C: All data practices must comply with the Texas Identity Theft Enforcement and Protection Act.

11. Third-Party Contractors

The Receiving Partner shall ensure that any third-party contractors, employees, or affiliated entities who access the Confidential Information are bound by written confidentiality obligations at least as protective as this Agreement.

• Option A: Provide a list of all third-party contractors with access to Confidential Information to the Disclosing Partner.
• Option B: Obtain written consent from the Disclosing Partner before granting access to Confidential Information to any third party.
• Option C: No third-party contractors are allowed to view the confidential information.

12. Non-Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party.

13. Severability

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

14. 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.

• Option A: This Agreement takes precedence over any prior agreements.
• Option B: This agreement does not affect the existing partnership agreement.
• Option C: This agreement is incorporated into the existing partnership agreement.

15. Amendment

This Agreement may be amended only by a written instrument signed by all Partners.

16. Acknowledgment

Each Party acknowledges that it has had the opportunity to consult with independent legal counsel regarding the terms of this Agreement.

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

_______________________________

[Name of Partner 1]

By: [Authorized Signatory of Partner 1]

Title: [Title of Authorized Signatory of Partner 1]

_______________________________

[Name of Partner 2]

By: [Authorized Signatory of Partner 2]

Title: [Title of Authorized Signatory of Partner 2]

Notarial Acknowledgment (Optional - Include if required by specific transaction type under Texas law)

State of Texas

County of _________________________

Before me, the undersigned authority, on this day personally appeared [Name of Authorized Signatory], known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office, this ________ day of ______________, 20____.

____________________________

Notary Public in and for the State of Texas

My commission expires: _________________________