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Non-Disclosure Agreement

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Non-Disclosure Agreement

At Hunter Sargent, PLLC, safeguarding your business interests is our top priority. We understand the critical importance of protecting your sensitive information. Whether you’re a budding entrepreneur in Texas looking to shield your innovative ideas, a corporation entering into strategic partnerships, or an individual requiring a tailored approach to confidentiality, we can help you navigate Texas state law.

Give us a call today to talk about whether you need an NDA to protect your valuable business information.

What is a Non-Disclosure Agreement (NDA)?

So, what are the requirements for your NDA? Under Texas law, NDAs must meet certain legal requirements to be enforceable. These include:

Definition of Confidential Information:
The agreement must clearly define what constitutes confidential information. This can include a range of data, such as technical processes, client lists, business strategies, and other non-public information. It’s important that the definition is not overly broad, as this can render the agreement unenforceable.

Duration:
The NDA should specify the period during which the confidential information must be kept secret. This duration varies depending on the nature of the information and the agreement between the parties. Texas law generally upholds the reasonableness of the duration, considering the nature of the industry and the information being protected.

Scope and Use of the Information:
The agreement must outline the permissible uses of the confidential information. This includes who can access the information and under what circumstances. The scope of use must be reasonable and not overly restrictive.

Exclusions from Confidential Information:
Standard NDAs usually include exceptions to what is considered confidential. For example, information that is already publicly known, independently developed, or rightfully obtained from another source without a breach of confidentiality might be exclude.

Obligations and Duties:
The agreement should spell out the obligations of the receiving party, which typically include steps or measures they must take to protect the confidentiality of the information.

Remedies for Breach:
What if there is a breach of contract? NDAs under Texas law should specify the consequences if the agreement is breached. This often includes provisions for injunctive relief, damages, and, in some cases, attorney fees.

Miscellaneous Provisions:
Depending on the context of your confidentiality agreement, an NDA may include other clauses such as non-compete, non-solicitation, or jurisdiction and governing law clauses. In Texas, these additional clauses must also adhere to specific legal standards to be enforceable.

It’s important to note that Texas courts will evaluate the reasonableness of an NDA’s terms and its impact on public interest, such as the right to work and the free exchange of ideas. Overly restrictive NDAs might be subject to legal scrutiny and could be partially or entirely invalidated if found to be unreasonable.

Individuals or entities looking to draft or sign an NDA in Texas are advised to consult with legal counsel to ensure that their agreement complies with Texas law and adequately protects their interests.

What are common mistakes in NDAs?

When considering the need for a Non-Disclosure Agreement (NDA), the primary factor to evaluate is the nature of the information you plan to share. If this information is sensitive, confidential, or proprietary and provides your business with a competitive edge, such as trade secrets, business plans, or technical know-how, then an NDA is advisable. The context of the information exchange is also crucial. NDAs are commonly used in business negotiations, hiring processes, and while sharing innovative ideas with potential investors or partners.

It’s important to assess the risks associated with unauthorized disclosure. If such exposure could financially harm your business, diminish your competitive standing, or result in the loss of intellectual property rights, an NDA can offer necessary protection. Additionally, consider any legal or regulatory mandates in your industry that might require the safeguarding of certain information.

The nature of your relationship with the other party should also influence your decision. While trust is important, formalizing confidentiality through an NDA can prevent future misunderstandings. Observing the norms within your industry can also guide your decision; in some sectors, NDAs are standard practice.

Another aspect to consider is the potential impact of requesting an NDA on your negotiating leverage. While it can sometimes reflect professionalism and seriousness, in other contexts it might be perceived as overly cautious. If you’re uncertain about the necessity or appropriateness of an NDA, seeking legal advice can provide clarity tailored to your specific situation and industry. Balancing the need for information protection with practical business relationships is key to deciding whether an NDA is the right tool for your needs.


There are many advantages of using an NDA in the right situation. NDAs can:

  • Protect sensitive information.
  • Provide legal recourse if a party breaks the agreement. 
  • Define boundaries for confidential information. 
  • Build trust in business relationships. 
  • Preserve competitive advantages over competitors. 


However, in other circumstances, there can be disadvantages. In the wrong circumstances, NDAs can: 

  • Provide a false sense of security. 
  • Limit communication. 
  • Be difficult to enforce. 
  • Strain relationships and be overly restrictive. 

Hunter Sargent, PLLC Can Help.

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    While this website provides general information, it does not constitute legal advice. Any communication with Hunter Sargent, PLLC via e-mail or through this website does not constitute or create an attorney-client relationship and is not privileged or confidential.