Texas Non-Disclosure Agreement (NDA) Template

Use this Texas business NDA for a vendor evaluation, collaborating on a project, or discussing a potential partnership. It is a standard NDA template for two businesses or people in Texas to exchange confidential information.

If for employment or personal relations, you may wish to use an Employee Non‑Disclosure Agreement template with disclaimers, purpose limitations, or carve-outs to avoid overbroad restrictions on your rights.

Texas NDA reference laws and regulations

• Texas Uniform Trade Secrets Act (TUTSA): to define and protect trade secrets.
• Texas Public Information Act (TPIA): to protect competitive advantages while allowing public access to non-sensitive records.

Texas law also enforces NDAs if they have reasonable scope, define "Confidential Information" well, and do not protect information that is publicly known, independently developed, or rightfully received.

However, these protections, which are limited to use "solely to evaluate or pursue the defined business transaction" and are subject to a need-to-know standard, are good indicators of reasonable secrecy.

Nonetheless, courts may narrow overly broad definitions or indefinite terms of non-trade secret information. In our Texas NDA template, trade secrets remain protected as long as the secret is maintained.

How you can customize your Texas NDA template

• Define "Confidential Information" and refer to the TUTSA definition for a trade secret.
• Purpose limitation: restrict use solely for evaluating or pursuing business transactions.
• True trade secrets are protected indefinitely; other confidential information is protected for 2 to 5 years.
• Access controls: Disclose only to individuals with a need-to-know and a protection obligation equal to or higher than your own.
• Remedies: Provide specifically for injunctive relief, specific performance, and damages consistent with TUTSA/DTSA.
• Avoid even de facto non-competes: Confidentiality obligations should not contain unreasonable restrictions on competition beyond business interests.
• If you’re dealing with public entities in Texas (e.g. bids and proposals), mark and keep trade secret materials separate, and be ready to prove confidentiality if requested.

Important Note

This Texas Confidentiality and Non-Disclosure Agreement template is a general legal document to be used in a generic Texas business transaction. For issues involving complex transactions, regulated industries, or disputes, Texas-licensed attorneys should be consulted.