Non-Disclosure Agreement
Protect your Texas bookkeeping practice with a tailored Non-Disclosure Agreement. Safeguard client financial data, QuickBooks files, and tax records under Texas Business
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As a bookkeeping service owner in Texas, you routinely receive sensitive client data including general ledgers, accounts receivable reports, payroll records, and QuickBooks backups that contain... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
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 agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that the Bookkeeping Service Owner in Texas is subject to the Gramm-Leach-Bliley Act (GLBA) and the FTC Safeguards Rule (16 CFR Part 314), which mandate a comprehensive written information security program to protect nonpublic personal information contained in general ledgers, payroll files, and reconciliation reports. Receiving Party shall implement administrative, technical, and physical safeguards at least as stringent as those maintained by the Disclosing Party and shall promptly notify the Bookkeeping Service Owner within the time period required by Texas Business & Commerce Code § 521.053 in the event of any actual or suspected data breach involving client financial records. Failure to maintain these standards constitutes a material breach and entitles the Bookkeeping Service Owner to immediate injunctive relief in addition to any other remedies available under Texas law. This provision shall survive termination of the agreement for the full duration that any client data remains in the Receiving Party’s possession.
Any disclosure of tax transcripts, IRS notices, or tax-position workpapers shall comply with IRS Circular 230 (31 C.F.R. Part 10), which governs practice before the Internal Revenue Service. The Receiving Party warrants that all personnel granted access to such materials are either licensed to practice before the IRS or are supervised by individuals who meet Circular 230 due diligence and competency standards. The Bookkeeping Service Owner in Texas shall not be liable for any penalties or sanctions arising from the Receiving Party’s failure to observe these ethical rules. This clause is intended to satisfy both federal tax practice standards and the professional conduct expectations of the American Institute of Professional Bookkeepers (AIPB) Code of Ethics.
Under Texas common law and the Texas Business & Commerce Code, the Bookkeeping Service Owner’s liability for any errors or omissions in financial records, reconciliations, or general ledger entries is strictly limited to the total fees paid by the client during the twelve months preceding the claim. The Receiving Party agrees to indemnify and hold harmless the Bookkeeping Service Owner from any third-party claims, including but not limited to claims brought under the Deceptive Trade Practices Act (DTPA), that arise from the Receiving Party’s subsequent use or reliance on the disclosed confidential information. This limitation does not apply to gross negligence or willful misconduct as defined by Texas case law.
Upon termination of the business relationship or at any time upon written request, the Receiving Party shall return or, at the Bookkeeping Service Owner’s election, securely destroy all confidential materials including QuickBooks backup files, Excel workbooks containing accounts receivable data, and any copies of payroll registers. Destruction must be performed in a manner that renders the data unrecoverable and complies with the Texas Business & Commerce Code requirements for proper disposal of business records containing personal financial information. The Receiving Party shall certify in writing, within ten business days, that all such data has been returned or destroyed. This obligation survives any expiration of the non-disclosure agreement for bookkeeping service owner in Texas and is enforceable by specific performance in Texas courts.
[bookkeeping client industries]
[authorized bookkeeping staff]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
As a bookkeeping service owner in Texas, you routinely receive sensitive client data including general ledgers, accounts receivable reports, payroll records, and QuickBooks backups that contain Social Security numbers, bank details, and tax information. Imagine a scenario where you are servicing a high-volume construction client in Dallas: an employee accidentally emails a reconciliation spreadsheet containing proprietary vendor pricing to an unauthorized subcontractor. The client sues you for breach of confidence, claiming damages under the Texas Business and Commerce Code for misappropriation of trade secrets and violations of the FTC Safeguards Rule that requires financial institutions — including bookkeeping firms — to implement written information security programs. Without a robust non-disclosure agreement for bookkeeping service owner in Texas, you risk unlimited liability for data breaches, tax mistakes, and errors in financial records that could have been contractually limited. This NDA clearly defines what constitutes confidential information (such as client trial balances and IRS transcripts), imposes strict obligations on any receiving party, outlines permitted disclosures only to IRS Circular 230 compliant staff, and includes Texas-specific remedies. It directly addresses common contractual pain points like scope of services misunderstandings and limitation of liability, helping you comply with state data breach notification laws while protecting your at-will workforce and independent contractor relationships. By using this document you reduce exposure to costly litigation in Texas courts and maintain the professional standards required by the American Institute of Professional Bookkeepers.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Bookkeeping Service Owner:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
Data breaches
Incorporation of confidentiality agreements and data protection clauses that stipulate security measures and limit liability in case of breaches.
Non-compliance with industry standards
Adoption of standard service agreements that include compliance with industry standards and regular professional development clauses.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
IRS Circular 230
Governs the practice of tax professionals before the IRS. While primarily targeting tax preparers, it is relevant to bookkeepers involved in tax matters, ensuring compliance with ethical standards.
Enforced by Internal Revenue Service (IRS)
Gramm-Leach-Bliley Act (GLBA)
Requires financial service providers to protect consumer financial information through appropriate data security programs, applicable to bookkeeping services handling sensitive financial data.
Enforced by Federal Trade Commission (FTC)
FTC Safeguards Rule
Part of the GLBA, requires financial institutions to implement security measures to protect customer information, which is applicable to bookkeeping services handling financial data.
Enforced by Federal Trade Commission (FTC)
State Data Breach Notification Laws
Almost all states have laws requiring businesses to notify individuals of data breaches involving personal information. Bookkeeping services, holding sensitive financial data, must comply with these laws.
Enforced by State Governments
State Professional Licensing Regulations
Some states may require bookkeeping companies to register or meet specific requirements, similar to business registrant obligations for maintaining professional standards.
Enforced by State Governments
Recommended coverage: Professional Liability Insurance (E&O) · General Liability Insurance · Cyber Liability Insurance
Your NDA should explicitly list general ledgers, accounts receivable aging reports, bank reconciliations, payroll registers, QuickBooks company files, tax transcripts, and any data handled under IRS Circular 230. Texas Business & Commerce Code requires clear definitions to enforce trade secret protection; vague language can render the entire agreement unenforceable in Texas courts.
For Texas bookkeeping NDAs, a duration of five years after termination is typical, with trade secret obligations surviving indefinitely under the Texas Uniform Trade Secrets Act incorporated in the Business & Commerce Code. This aligns with FTC Safeguards Rule requirements to maintain data security programs for as long as information is retained.
Yes. Include a specific limitation of liability clause that disclaims responsibility for tax positions and requires client sign-off on all tax-related outputs. This is consistent with IRS Circular 230 ethical standards and helps mitigate common liabilities faced by bookkeeping service owners who assist with but do not prepare tax returns.
Texas is an at-will employment state under Tex. Lab. Code § 21.051, but when sharing data with independent contractors you must include flow-down confidentiality obligations and data-security warranties that satisfy the Gramm-Leach-Bliley Act and the Texas data breach notification statutes. The NDA should require contractors to maintain security equivalent to your own FTC Safeguards Rule program.
State laws affect what must be in this document. Pick your jurisdiction.
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