Official Texas Non-disclosure Agreement Document

Texas Non-Disclosure Agreement

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ___ day of ____________, 20__, by and between _______________________ (hereinafter referred to as the "Disclosing Party"), located at _______________________________________________________________________, and _________________________ (hereinafter referred to as the "Receiving Party"), located at _______________________________________________________________________.

WHEREAS, the Disclosing Party agrees to disclose certain proprietary and confidential information under the terms and conditions set forth in this Agreement; and

WHEREAS, the Receiving Party agrees to receive, use, and maintain the proprietary and confidential information in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, and that is not generally known to the public. This includes, but is not limited to, technical data, trade secrets, know-how, business operations, strategies, and information regarding customers, pricing, and marketing.
2. Obligation of Confidentiality: The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
3. Term: The obligations of confidentiality shall remain in effect for a period of ____ years after the date of disclosure of any Confidential Information, or until such time as the Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.
4. Governing Law: 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.
5. Severability: If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect as if such invalid, illegal, or unenforceable term or provision had not been contained herein.
6. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements and understandings, whether oral or written, concerning this subject matter.

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

Disclosing Party: _________________________
Signature: _________________________
Date: _________________________

Receiving Party: _________________________
Signature: _________________________
Date: _________________________