Texas Non-disclosure Agreement Template
This Non-disclosure Agreement (hereinafter “Agreement”) is made as of [Document.CreatedDate] by and between [Recipient.Company] and [ (hereinafter referred to as “the Owner). The Owner and the Recipient may be referred to individually as a “Party” or collectively as the “Parties”.
A. The Owner wishes to engage in general discussion and to share certain Confidential Information with the Recipient pertaining to __________________. This exchange includes all communication of Confidential Information between the parties in any form, including written, oral, and readable pertaining to the above.
B. The Owner is willing to disclose Confidential Information and the Recipient is willing to receive Confidential Information on the terms and conditions set forth herein.
THEREFORE, the Parties agree as follows:
1. “Confidential Information” is any propriety, confidential, and/or secret information owned or controlled by the Owner and which is disclosed either directly or indirectly in writing, orally, or by inspection of tangible objects (including video, audio, recorded media, drawings, schematics, samples, devices, software, formulas, biological materials, applications for intellectual property protection, services, processes, procedures, trade secrets, intellectual property, pricing, costs, business or strategic plans, and marketing or advertising strategies). Confidential Information shall not include any information which was publicly known and made generally available in the public domain prior to the time of disclosure by the Owner; becomes public knowledge and made generally available after disclosure by the Owner to the Recipient through no action or inaction of the Recipient; is already in the Recipient’s possession at the time of disclosure by the Owner as shown by the Recipient’s files and records immediately prior to disclosure; is obtained by the Recipient from a third party without a breach of the third party's obligations of confidentiality; is independently created by the Recipient without the use of or reference to the Owner’s Confidential Information, as shown by documents and other evidence provided by the Recipient; or is required by law. In the event the Recipient is required to disclose Confidential Information by law, the Receiver shall provide prompt written notice to the Owner and cooperate fully if the Owner seeks a protective order or other appropriate relief.
2. The Receiver agrees not to use any Confidential Information for any purpose other than the purpose set forth herein. The Receiver shall not make any copies of the Owner’s Confidential Information unless written consent is provided by the Owner. In the event of consensual copies, the Receiver shall reproduce the Owner’s proprietary rights notices in the same manner as set forth on the original.
3. All Confidential Information shall remain the sole property of the Owner.
4. The Receiver agrees that they shall take all reasonable measures to avoid unauthorized use and disclosure of the Confidential Information.
5. The Recipient acknowledges and agrees that the Confidential Information is provided “AS IS”. THE OWNER DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO AND DOES NOT WARRANT ANY INFORMATION PROVIDED UNDER THIS AGREEMENT. NEITHER DOES THE OWNER MAKE ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY OR COMPETENCY OF THE CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE.
6. The Recipient agrees that it shall immediately return all Information and any copies thereof to the Owner immediately upon request from the Owner.
7. The Recipient agrees and acknowledges that any breach or threatened breach that, in addition to any other remedies that may be available, in law, in equity, or otherwise, the Owner shall be entitled to seek injunctive relief against the threatened or intended breach, without the necessity of proving actual damages.
8. Nothing herein obligates either Party to proceed with any transaction or relationship between the Parties. Either party may terminate this Agreement at any time without cause upon providing ____ days written notice to the other Party.
9. This Agreement shall be governed by and construed in all respects in accordance with the laws of Texas. The Recipient consents to the exclusive jurisdiction of Texas state district courts, and the exclusive venue shall be in the state district courts sitting in [COUNTY] County, Texas.
10. In the event that any term or provision of this Agreement shall be held to be invalid, void, or unenforceable, then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
11. This Agreement may not be modified or amended or waived without with written consent of both parties. E-mails or similar electronic communications shall not be deemed writings signed by authorized parties, as required above, and shall under no circumstances be deemed sufficient to modify, terminate or otherwise change the Agreement, regardless of whether such e-mails or other electronic communications contain electronic signatures or similar marks.
12. All understandings and agreements previously existing (oral or in writing) by the parties are merged into this Agreement, which alone fully and completely expresses their Agreement. Neither party will rely on any representation or statement previously made prior to this Agreement that is not found herein. Neither Party is required to proceed with any proposed transaction or relationship in connection with the Confidential Information which may be disclosed.
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, privilege, or power.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of [Document.CreatedDate]