Non-disclosure agreements (NDAs) have earned a controversial reputation in recent years, but they are a valuable tool to protect confidential business information.
At its core, an NDA is a contract requiring a person not to disclose confidential information. NDAs allow businesses to hire talented employees and build interest in their operations without risking financial harm.
If you need help drafting or reviewing a Texas Non-Disclosure Agreement, Massingill can help. Without the assistance of an experienced lawyer, you may discover your NDA is practically or legally unenforceable.
Let us guide you through drafting and negotiating an NDA and help ensure your NDA covers what you need to be covered. Take the first step in safeguarding your business secrets – contact Massingill today!
Key Takeaways: Texas Non-Disclosure Agreements
A Texas non-disclosure agreement should protect confidential information without creating unnecessary conflict or confusion.
Define confidential information clearly. A strong confidentiality agreement explains what is protected and what is not, so expectations are obvious.
Pick the right NDA type for the relationship. A unilateral NDA fits one-way disclosures, while a mutual (bilateral) NDA fits negotiations where both sides share sensitive details.
Keep scope and duration reasonable. Overly broad language or unclear NDA term/expiration details can create disputes and make enforcement harder.
Build in practical enforcement language. Clear obligations, permitted use rules, and remedy provisions make it easier to respond quickly if confidential information is misused.
What Is a Non-Disclosure Agreement?
A non-disclosure agreement is a legally binding contract. Under the agreement, one or more parties allow another person to access confidential information on the condition that they not disclose it.
When you’re hiring, negotiating, or exploring a new opportunity, you may need to reveal information that took years to build. A Texas non-disclosure agreement is meant to protect confidential information so you can move forward without second-guessing every conversation. The right NDA keeps things clear, fair, and focused on business.
What Are the Types of NDAs?
There are three basic types of NDAs:
- Unilateral,
- Bilateral, and
- Multilateral.
Unilateral and bilateral NDAs are more common, while multilateral NDAs involve multiple parties.
1. Unilateral NDAs
A unilateral NDA is a contract where only one party offers confidential information while the other agrees not to disclose it.
Often, the party with the confidential information is a business and the other party is an individual.
2. Bilateral NDAs
Bilateral NDAs involve two parties having confidential information the other needs access to.
In bilateral NDAs, both parties agree not to disclose each other’s information, creating an exchange of value.
3. Multilateral NDAs
Multilateral NDAs are used when several parties with confidential information want to protect their information.
Multilateral NDAs may involve parties that all have information to protect or a mixture of parties with confidential information and parties without it.
How Long Do NDAs Last? Do NDAs Expire?
When do NDAs expire? An NDA can last as long as the parties who sign it agree to make it last. Some NDAs may only last a year or less when information must stay confidential during a negotiation. Other NDAs may have no expiration date, lasting for the foreseeable future.
The ability to set or not set an expiration date is another advantage of creating an NDA instead of relying on the law to protect you. What works for you and the other signers can be enshrined to leave no questions about every party’s contractual obligations.
What Makes an NDA Enforceable or Unenforceable?
Like any contract, an NDA can be found unenforceable under the law. Drafting an NDA requires you to strike a careful balance in what is covered to ensure your contract will be upheld.
Enforceable NDAs
An enforceable NDA should provide specifics, including:
- The information to be kept confidential;
- The length of time the agreement will last;
- The applicable geographical location or locations; and
- Violating the NDA.
Your NDA should also be fundamentally fair or at least reasonable to the parties involved.
Unenforceable NDAs
After someone signs an NDA, you may think the issue is resolved. However, if you do not carefully draft and review your NDA, a shrewd lawyer may be able to find reasons to invalidate the contract.
An NDA may be invalid, including when it:
- Is too broad in scope;
- Contains material errors;
- Involves information that the public has a significant interest in knowing;
- Is unreasonable or overly demanding; or
- Covers non-confidential information.
Knowing how to avoid these issues can be extremely challenging without a legal background and experience with NDAs.
The law invalidating NDAs is evolving, so it helps to have an experienced attorney who can help you avoid wading into murky waters with your NDA.
For example, NDAs have been the subject of controversy in recent years after being used in high-profile sexual harassment and assault lawsuits.
Some people believe using NDAs to keep the details of those lawsuits private hides important information from the public.
Avoid common pitfalls when drafting your NDA—schedule a consultation with Massingill to get it right.
A one-size-fits-all NDA can create risk instead of reducing it
Many NDAs look “official” but leave major gaps—like unclear definitions, overly broad obligations, or missing rules about how information can be used. In practice, that can lead to confusion right when you need clarity. A tailored Texas NDA helps protect trade secrets and sensitive business information in a way that makes sense for your deal.
Why Use A Non-Disclosure Agreement?
Since trade secrets and other confidential information are protected under Texas law, what is an NDA used for?
Protection
NDAs are frequently an effective way to use the force of law to protect vital business interests.
Having assurance that parties you allow to access your confidential information will not disclose it offers many benefits, such as:
- Promoting collaboration,
- Permitting knowledgeable negotiation,
- Selling goods and services,
- Refining practices and techniques involved in business operations, and
- Bringing in top talent without risking creating formidable competitors.
Ultimately, NDAs can provide a protective measure allowing those holding the information to be comfortable revealing it to others.
Customization
As legally enforceable contracts, you can set the terms of the NDA. The ability to customize your NDA provides many benefits, like:
- Placing signers on notice of what you consider most important not to disclose;
- Establishing specific penalties for violating the NDA;
- Determining in advance how to handle disputes that arise under the NDA; and
- Emphasizing the seriousness of not disclosing the information.
You may have some legal remedies without an NDA if someone takes your confidential information, but an NDA allows you to customize your options.
Enforcement
An NDA will typically include details covering how it can be enforced. You may include provisions covering:
- The venue for disputes;
- Legal remedies when a party violates the NDA;
- Penalties for violations
- Dispute resolution options;
- Who can enforce the NDA; and
- How to enforce the NDA.
One common legal remedy is to require the violator to stop sharing the information through an injunction.
You may also include a reasonable monetary penalty and a requirement that the violator cover damages incurred from the violation.
100% Free Consultation
You’re trying to protect confidential information while still moving the deal forward. That’s the tightrope most business owners face. A Texas non-disclosure agreement should make expectations simple, reduce risk, and keep your negotiations on track.
If your NDA is too broad, too vague, or missing key terms, it can cause delays, misunderstandings, or expensive disputes later. If it is too weak, it may not protect trade secrets and sensitive business information the way you expect.
Massingill helps you clarify what needs to stay confidential, choose the right NDA type, and set practical terms that match the real-world relationship. You’ll walk away with a clear confidentiality agreement you can confidently use with employees, contractors, or business partners.
If you are about to share pricing, customer lists, processes, or product plans, a quick review now can prevent major headaches later.
How Massingill Can Support Your NDA Needs
If you need help drafting or reviewing a Texas non-disclosure agreement, contact Massingill to speak with an experienced NDA lawyer.
Many businesses rely on NDAs, and it is essential to ensure those NDAs are fair in the circumstances and enforceable when push comes to shove.
Call (512) 410-0343 or complete a Free Case Evaluation form
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Texas Non-Disclosure Agreement FAQs
These FAQs explain NDAs in Texas in plain English—what they cover, how they work, and common mistakes that can make a confidentiality agreement hard to enforce.
What is a Texas non-disclosure agreement and what does it actually do?
A Texas non-disclosure agreement (Texas NDA) is a confidentiality agreement that requires someone to protect confidential information they learn from you. The goal is to let you share sensitive details for a real business purpose without risking disclosure or misuse.
What counts as confidential information in a Texas NDA?
Confidential information can include business processes, pricing, customer lists, product plans, internal documents, and other non-public information that gives your business an advantage. A strong Texas NDA clearly defines what is confidential so there is less room for argument later.
What’s the difference between a unilateral NDA and a mutual (bilateral) NDA?
A unilateral NDA is used when only one party is sharing confidential information. A mutual (bilateral) NDA is used when both sides are sharing confidential information—common in partnership talks, vendor relationships, and M&A discussions.
How long should a Texas NDA last and do NDAs expire?
NDAs can be set for a specific term or written to last longer, depending on the type of confidential information and the business risk. The key is matching the duration to real needs so the agreement feels reasonable and the expectations are clear.
What makes an NDA enforceable in Texas?
An enforceable NDA is usually specific about what information is protected, who can access it, how it can be used, and what happens if someone breaches the agreement. Clear definitions and reasonable scope make enforcement much more straightforward.
What are common NDA mistakes that can make a Texas NDA hard to enforce?
Common issues include language that is too broad, vague definitions of confidential information, missing terms about duration or permitted use, and confusing obligations. An NDA should protect your trade secrets and sensitive business data without being so extreme that it creates unnecessary disputes.
Should my Texas NDA include geographic limits or specific business use restrictions?
Often, yes. Some NDAs work best when they spell out the permitted purpose (why the information is being shared) and limit use beyond that purpose. When restrictions are clear, it is easier to show what was allowed and what crossed the line.
What remedies should a Texas non-disclosure agreement include for a breach?
Many NDAs include practical enforcement tools such as requiring the return of materials, notice requirements, and remedies if information is disclosed. The right remedy language helps discourage misuse and creates a clear path if you need to act quickly.
Do I need different Texas NDAs for employees, contractors, and vendors?
Usually, yes. The risk and access level differ between employees, independent contractors, and outside vendors. Tailoring the confidentiality agreement to the relationship helps protect confidential information without adding unnecessary friction.
When should I have an attorney review a Texas NDA before I sign it?
If the NDA affects a major deal, involves sensitive trade secrets, or includes terms you don’t fully understand, a review can prevent expensive surprises. A quick review can clarify obligations, fix gaps, and help ensure the agreement matches your business goals.
Joshua Massingill
Joshua Massingill is an attorney practicing in Austin, Texas. He serves on the Texas State Bar’s Law Practice Management Committee, the Leander Educational Excellence Foundation (LEEF) Board of Directors, and the Success-Werx Board of Advisors. He mentors young entrepreneurs in Leander ISD’s INCubatorEDU program and is active in his church.
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