Non-Disclosure Agreement
Protect proprietary strategies, wallet keys, and tokenomics data with a Texas-specific non-disclosure agreement for cryptocurrency fund managers. Complies with Texas Bus.
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As a Cryptocurrency Fund Manager operating in Texas, you routinely share sensitive information such as proprietary DeFi staking models, cold storage wallet configurations, tokenomics analyses, and... 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.
For purposes of this Agreement, 'Confidential Information' shall expressly include, without limitation, any data relating to digital wallets, private keys, cold storage procedures, smart contract source code, staking strategies, tokenomics models, proprietary risk assessments for market volatility, and tax compliance methodologies used by the Cryptocurrency Fund Manager. The Receiving Party acknowledges that such information constitutes trade secrets under the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code § 134A.001 et seq.) and agrees to heightened protections consistent with Tex. Bus. & Com. Code § 26.01. Any unauthorized disclosure shall trigger immediate notification to the Disclosing Party and potential reporting to the Texas State Securities Board. This provision is essential given the regulatory uncertainty under the Securities Act of 1933 and Commodity Exchange Act as applied to digital assets managed from Texas.
The Receiving Party warrants that it shall not use any Confidential Information in a manner that creates a conflict of interest with the Cryptocurrency Fund Manager's fiduciary duties as a Registered Investment Adviser under the Investment Advisers Act of 1940. Specifically, the Receiving Party shall not engage in front-running, parallel trading, or any activity that could violate the manager's obligations regarding custody risk or investor redemptions. This warranty is made in consideration of Texas law governing at-will employment relationships (Tex. Lab. Code § 21.051) and to mitigate common liabilities associated with fee structures and token classification as securities or commodities. Breach of this warranty shall constitute material breach allowing for immediate termination and pursuit of equitable remedies in a Texas court of competent jurisdiction.
Notwithstanding any other provision, nothing in this Agreement shall prohibit the Receiving Party from making disclosures required by the Bank Secrecy Act (BSA), as administered by FinCEN, or from complying with obligations as a Money Services Business (MSB) if applicable to cryptocurrency transactions. The Receiving Party must, however, provide the Cryptocurrency Fund Manager with prior written notice of any such compelled disclosure where legally permissible, in accordance with Texas Business and Commerce Code privacy provisions for business records. This clause ensures continued compliance with federal AML obligations while preserving the confidentiality of non-mandated information such as proprietary DeFi protocols and internal audit findings. Failure to adhere to notice requirements may result in liability under Texas Deceptive Trade Practices Act (DTPA) for misleading conduct.
In the event of fund liquidation or redemption events common in volatile cryptocurrency markets, all confidentiality obligations under this Agreement shall survive for a minimum of five (5) years or until the information no longer qualifies as a trade secret under Texas law. The parties acknowledge the heightened risk of custody failures or tax liabilities during liquidation and agree that return or destruction of materials, including any digital copies of smart contract documentation or wallet seed information, must be certified in writing. This provision is drafted to align with Texas-specific lien laws and bulk sales provisions that may affect asset transfers, ensuring continued protection even after the Cryptocurrency Fund Manager winds down operations in Texas.
[disclosed assets]
[crypto specific exclusions]
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 Cryptocurrency Fund Manager operating in Texas, you routinely share sensitive information such as proprietary DeFi staking models, cold storage wallet configurations, tokenomics analyses, and AML compliance protocols with potential investors, custodians, or strategic partners. A single breach can expose you to massive regulatory scrutiny under the Bank Secrecy Act or trigger investor lawsuits claiming breaches of fiduciary duty under the Investment Advisers Act of 1940. Consider a concrete scenario: your firm is negotiating a custody agreement with a Dallas-based digital asset custodian and must disclose smart contract audit reports and proprietary risk models for volatile assets. Without a tailored non-disclosure agreement for cryptocurrency fund manager in Texas, the receiving party could leak this information, leading to front-running, regulatory violations, or loss of competitive edge. Texas law, including Tex. Bus. & Com. Code § 26.01 (Statute of Frauds) and strict requirements for enforceable confidentiality under the Texas Uniform Trade Secrets Act, demands precise drafting that generic templates ignore. This NDA safeguards your custody risk mitigation strategies, tax compliance reporting, and SEC-registered investment adviser disclosures while addressing at-will employment nuances and DTPA consumer protections that uniquely affect Texas-based crypto funds. Failing to include industry-specific definitions for 'confidential information' (such as private keys and staking algorithms) often results in unenforceable agreements and costly litigation in Texas courts.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Cryptocurrency Fund Manager:
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.
Market Volatility Risk
Use of detailed risk disclosures in fund documents explaining the nature of cryptocurrency volatility to investors.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Securities Act of 1933
Regulates the offer and sale of securities to ensure that investors receive the significant information about an investment prior to buying it. Cryptocurrency fund managers need to determine if tokens are considered securities under this act.
Enforced by U.S. Securities and Exchange Commission (SEC)
Investment Advisers Act of 1940
Regulates investment advisers, including those managing cryptocurrency funds, focusing on fiduciary responsibilities and conflict of interest disclosures.
Enforced by U.S. Securities and Exchange Commission (SEC)
Bank Secrecy Act (BSA)
Requires reporting of certain transactions to prevent money laundering. Cryptocurrency fund managers need to comply with anti-money laundering (AML) obligations under the BSA.
Enforced by Financial Crimes Enforcement Network (FinCEN)
Commodity Exchange Act (CEA)
Regulates trading of commodity futures and options markets. As certain cryptocurrencies are considered commodities, fund managers may fall under the purview of this act.
Enforced by U.S. Commodity Futures Trading Commission (CFTC)
Recommended coverage: Professional Liability Insurance (Errors & Omissions) · Crime Insurance · Directors and Officers (D&O) Insurance · Cyber Liability Insurance
Cryptocurrency Fund Managers in Texas face unique risks around custody and technology. This NDA explicitly defines confidential information to include cold storage protocols, private keys, smart contract code, and tokenomics models. Under Tex. Bus. & Com. Code and the Texas Uniform Trade Secrets Act, such specificity prevents ambiguity that could render the agreement unenforceable in Texas state courts. Without these definitions, a breach involving leaked wallet credentials could lead to unrecoverable damages.
The document is drafted to satisfy Tex. Bus. & Com. Code § 26.01 (Statute of Frauds) by being in writing with clear consideration. It also incorporates DTPA consumer protection considerations to avoid deceptive trade practices claims that could arise if investors feel misled about confidentiality of market volatility disclosures. Texas courts strictly enforce these requirements, making a generic NDA insufficient for a Registered Investment Adviser managing crypto assets.
This NDA provides for injunctive relief, monetary damages, and attorneys' fees upon breach, aligned with remedies under Texas law and federal regulations such as the Investment Advisers Act of 1940. For Cryptocurrency Fund Managers, breaches involving proprietary staking or DeFi information can cause irreparable harm; the agreement explicitly allows expedited equitable relief in Texas district courts to protect against further dissemination.
Yes. The permitted disclosures clause carves out any legally required reporting under the Bank Secrecy Act (BSA) and FinCEN MSB registration obligations without violating the NDA. This ensures your firm remains compliant as a Cryptocurrency Fund Manager in Texas while still protecting non-mandatory proprietary information like internal risk models.
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