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By Sanjeev Kumar
Founding Attorney

Safeguarding sensitive information has become a paramount concern for businesses and individuals in Texas. To mitigate the risks of unauthorized disclosure and maintain competitive edges, entering into confidentiality agreements has emerged as a standard practice. These legal instruments, or nondisclosure agreements (NDAs), are binding contracts between parties. Understanding the legal framework and best practices for confidentiality agreements in Texas can provide an essential layer of protection in today’s increasingly interconnected world.

NDAs are legal contracts used by businesses to protect sensitive information. In the context of Texas or any other location, these agreements are crucial tools for safeguarding trade secrets, proprietary information, client lists, business strategies, and other confidential data from being disclosed to competitors or the general public.  

Purpose and Elements Of Confidentiality Agreements In Texas

  • Purpose and Importance: Confidentiality agreements in Texas protect various types of valuable business information that are not generally known to the public. By preventing the unauthorized disclosure of this information, businesses can maintain their competitive advantage and ensure their market position.
  • Legal Framework: The legal framework for confidentiality agreements in Texas is primarily based on the Texas Uniform Trade Secrets Act (TUTSA) and common law principles. TUTSA defines what constitutes a trade secret and provides remedies for its misappropriation. While TUTSA primarily addresses trade secrets, the principles apply broadly to confidentiality agreements protecting different types of information.
  • Key Provisions: A well-drafted confidentiality agreement in Texas should include several key provisions:
    1. Definition of Confidential Information: Clearly define what constitutes confidential information within the agreement. Depending on the nature of the business and the information being protected, this can include categories of information or specific examples.
    2. Obligations of Receiving Party: Outline the obligations of the party receiving the confidential information, which typically include restrictions on use, requirements for safeguarding the information, and limitations on disclosure to third parties.
    3. Duration: Specify the duration of the agreement, which can vary depending on the nature of the information and the parties’ agreement. Some confidentiality agreements are effective indefinitely, while others expire after a certain period or upon a specific event.
    4. Remedies: Detail the remedies available in a breach, including injunctions to prevent further disclosure and monetary damages for losses incurred.
    5. Return of Information: Include terms for returning or destroying confidential information once the agreement ends or upon request.

Enforcement Of and Challenges To Confidentiality Agreements:

In Texas, confidentiality agreements are enforceable as long as they are reasonable in scope, duration, and geographic area. However, they must not impose undue burdens on employees’ ability to work in their field or industry. Courts will consider the balance between protecting the business’s interests and the individual’s right to work when assessing the enforceability of an NDA.

Enforcing a confidentiality agreement generally involves legal action for breach of contract and, in cases involving trade secrets, an action for misappropriation under TUTSA. Challenges in enforcement can include proving the existence of a valid agreement, demonstrating that the information was confidential, and showing that a breach occurred and caused harm.

Practical Considerations Involving Confidentiality Agreements:

Businesses in Texas should take practical steps to ensure the effectiveness of their confidentiality agreements, such as:

  • Conducting regular training for employees on handling confidential information.
  • Limiting access to sensitive information to those who genuinely need to know.
  • Regularly reviewing and updating confidentiality agreements to adapt to business and legal changes.


In summary, confidentiality agreements in Texas are a critical tool for businesses to protect their sensitive information. Companies can safeguard their competitive edge and ensure their long-term success by understanding the legal framework, including key provisions in agreements, and taking practical steps to enforce these agreements. The Kumar Law Firm, PLLC has experienced business law attorneys who can help you determine whether your situation would necessitate a confidentiality agreement and can help you draft,  execute, and enforce such an agreement to protect your interests.

About the Author
Sanjeev Kumar is the founder and principal at the Kumar Law Firm, which provides a wide range of legal services to entrepreneurs and business owners in the area of business & corporate law and intellectual property along with related areas of interest to clients such as business succession planning, wealth preservation through estate planning, and alternate dispute resolution.