Non Disclosure Agreement Template Texas

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [___________], with a principal place of business at [___________] (“Discloser”), and

Receiving Party: [___________], with a principal place of business at [___________] (“Recipient”).

(Collectively referred to as the “Parties”).

1. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all non-public, proprietary, or confidential information disclosed by the Discloser to the Recipient, whether orally, in writing, or by inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, trade secrets, software code, marketing strategies, and any other information marked as “Confidential” or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. OBLIGATIONS OF RECIPIENT

The Recipient agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [___________] (the “Purpose”); c) Not disclose any Confidential Information to any third party without the prior written consent of the Discloser, except to employees or consultants who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those contained herein; d) Not reverse engineer, decompile, or disassemble any software or tangible objects provided by the Discloser.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Recipient; b) Was in the Recipient’s possession or known by the Recipient prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; d) Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [___________] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___________] years.

5. RETURN OF MATERIALS

Upon written request by the Discloser, or upon termination of the business relationship between the Parties, the Recipient shall promptly return or destroy all documents and other tangible materials representing the Discloser's Confidential Information and certify such destruction in writing.

6. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause the Discloser irreparable harm for which monetary damages would be inadequate. Therefore, the Discloser shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

7. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [___________] County, Texas.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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DISCLOSING PARTY

Signature: ___________________________

Printed Name: [___________]

Title: [___________]

Date: [___________]

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RECEIVING PARTY

Signature: ___________________________

Printed Name: [___________]

Title: [___________]

Date: [___________]