Non-Disclosure Agreement
Secure your intellectual property and client information with a Texas-specific Non-Disclosure Agreement for Copywriters. Customizable for plagiarism, revision, and copyright.
Fill the form
Customized fields for your role
Preview live
See your document update in real time
Download PDF
Free watermarked or $9 clean copy
As a copywriter in Texas, safeguarding your unique creative process and your clients' sensitive information is paramount. This Non-Disclosure Agreement provides the legal framework needed to prevent... Read more
Customize your Non-Disclosure Agreement
15 fields · Takes about 2 minutes
Accept terms in the form to enable downloads
Customize your Non-Disclosure Agreement
15 fields · Takes about 2 minutes
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 all original works of authorship, including but not limited to copy decks, headlines, CTAs, campaign concepts, and brand voice guidelines, created by the Disclosing Party in the course of providing services, constitute 'works made for hire' only if explicitly agreed upon in a separate written agreement and upon full payment for such services. Absent such an agreement, copyright ownership of all materials shall remain with the Disclosing Party until final payment is received and the Disclosing Party expressly transfers such rights in writing. The Receiving Party warrants that all materials provided to the Disclosing Party for use in the project are original or that the Receiving Party has secured all necessary licenses and permissions for their use, and that such use will not infringe upon the intellectual property rights of any third party as per the U.S. Copyright Act of 1976.
The Receiving Party explicitly agrees not to directly or indirectly copy, reproduce, adapt, or otherwise exploit any confidential information or work product provided by the Disclosing Party in a manner that constitutes plagiarism or misappropriation. Any claim of plagiarism resulting from the Receiving Party's unauthorized use or disclosure of the Disclosing Party's confidential information or work product shall be a material breach of this Agreement. The Receiving Party further agrees to indemnify and hold harmless the Disclosing Party from any losses, damages, or expenses (including reasonable attorney's fees) arising from any third-party claims of plagiarism or copyright infringement directly attributable to the Receiving Party's unauthorized collection, use, or disclosure of confidential information or materials provided by the Disclosing Party.
This Agreement shall be interpreted and enforced in accordance with the Texas Business and Commerce Code. The parties acknowledge that this Agreement is subject to the provisions of the Texas Business and Commerce Code regarding trade secrets and unfair competition. In the event any provision of this Agreement is deemed unenforceable under Texas law, the parties agree to modify such provision to the minimum extent necessary to make it enforceable while preserving its original intent. Notably, Texas law requires certain contracts, including those not performable within one year, to be in writing per Tex. Bus. & Com. Code § 26.01, which this Agreement satisfies.
Nothing in this Agreement shall be construed to waive or limit any rights or remedies available to either party under the Texas Deceptive Trade Practices-Consumer Protection Act (DTPA). The parties acknowledge that the protections and remedies provided by the DTPA, to the extent applicable, remain available and are not abrogated by this Non-Disclosure Agreement.
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 copywriter in Texas, safeguarding your unique creative process and your clients' sensitive information is paramount. This Non-Disclosure Agreement provides the legal framework needed to prevent unauthorized disclosure, mitigate risks like plagiarism claims and revision scope creep, and ensure clear copyright ownership under Texas law.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Copywriter:
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.
Plagiarism Claims
Contracts typically include clauses where the copywriter warrants that all work submitted is original and does not infringe on any third-party rights. Indemnification clauses may require the copywriter to indemnify the client for losses incurred due to plagiarism.
Missed Deadlines
Service agreements often contain specific delivery dates and outline penalties or consequences for failure to meet these deadlines, which may include fee reductions or termination clauses.
Revision Scope Creep
Contracts usually specify the number of revision rounds included in the fee and detail additional charges for extra revisions beyond the agreed scope to avoid disputes over indefinite revisions.
Copyright Ownership
Contracts typically state when the copyright ownership transfers from copywriter to client (usually upon final payment), clarifying the client's rights to use the work.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Copyright Act of 1976
This act provides protection for original works of authorship, including literary works such as website content and advertising copy. It governs issues of copyright ownership and infringement, which are critical for copywriters in ensuring they do not infringe on others' copyrighted materials or have their own work used without permission.
Enforced by U.S. Copyright Office
Recommended coverage: Errors and Omissions Insurance · General Liability Insurance
A Texas-specific NDA is crucial because it incorporates state-specific legal nuances, such as provisions for at-will employment, references to the Texas Business and Commerce Code, and adherence to consumer protection laws like the DTPA. This ensures your confidentiality agreement is fully enforceable within the state, protecting your trade secrets and client data effectively.
While the Copyright Act of 1976 governs copyright, an NDA protects the preliminary and sensitive information shared during the creative process that isn't yet copyrighted or might constitute a trade secret. It ensures that concepts, strategies, and early drafts – often shared before final payment and copyright transfer – remain confidential, preventing unauthorized use or disclosure that could undermine your intellectual property.
While an NDA primarily covers confidential information, it operates alongside your main service agreement. By clearly defining what information is confidential, it helps prevent discussions around scope creep and deadlines from being misused outside the project's intent. Your service agreement should specify revision rounds and deadlines, while the NDA protects the underlying proprietary strategies. Effective use of both documents reduces 'revision scope creep' and helps manage client expectations more effectively.
This NDA includes a 'Remedies for Breach' clause, outlining potential legal actions such as seeking injunctive relief or monetary damages. Coupled with the 'Jurisdiction and Governing Law' clause specifying Texas law, it provides a clear legal path for enforcement through Texas courts if a breach occurs, ensuring your recourse is aligned with state statutes.
State laws affect what must be in this document. Pick your jurisdiction.
Non-Disclosure Agreement
Secure your Georgia dental practice with a compliant NDA. Protect patient radiographs, treatment plans, and proprietary OSHA protocols under O.C.G.A. § 13-8-50.
Non-Disclosure Agreement
Secure your client details, vendor lists, and unique event concepts with a Florida-specific Non-Disclosure Agreement designed for wedding planners.
Non-Disclosure Agreement
Protect client tax data with a customized Non-Disclosure Agreement for tax preparation firms in Illinois. Complies with GLBA, BIPA, Illinois Consumer Fraud Act & IRS PTIN
Non-Disclosure Agreement
Secure your locksmith business with an Illinois-compliant NDA. Protect master key codes, BIPA biometric data, and access protocols under IL state law.
Employment Contract
Create a legally binding Texas employment contract for copywriters. Compliant with at-will laws, copyright work-for-hire, and Texas Business & Commerce Code.
Power of Attorney
Secure your creative business with a New York-compliant Power of Attorney. Protect your copy decks, copyrights, and CTA strategies under NY General Obligations Law.
Bill of Sale
Create a Minnesota-compliant Bill of Sale for copywriters. Ensure legal transfer of copyright while adhering to MN consumer fraud and wage theft laws.
Power of Attorney
Create a legally compliant Maryland Power of Attorney for your copywriting business. Protect your brand, manage IP rights, and ensure business continuity.