Texas Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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Texas rules that this document follows

Trade secret statuteTexas Uniform Trade Secrets Act (2013)Source: Tex. Civ. Prac. & Rem. Code ch. 134A
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity)Source: 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusenforceable — Ancillary to an otherwise enforceable agreement; reasonable time, area and scope; court must reform; healthcare practitioners: ≤ 1 year, ≤ 5 miles, buyout ≤ 1 year's salary, void if terminated without good cause (SB 1318, eff. Sept. 1, 2025)Source: Tex. Bus. & Com. Code §§ 15.50-15.52
Non-solicitationTreated as non-competes and subject to § 15.50 requirementsSource: Marsh USA v. Cook, 354 S.W.3d 764 (Tex. 2011)
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in Texas

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in Texas and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in Texas?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Texas enforces trade-secret protection under Texas Uniform Trade Secrets Act (2013) (Tex. Civ. Prac. & Rem. Code ch. 134A).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.