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Non-Disclosure Agreement
Secure your codebase and IP with a Texas-compliant NDA. Built for freelance developers to address repository access, API secrets, and Tex. Bus. & Com. Code § 26.01.
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As a freelance software developer in Texas, your competitive edge lies in your proprietary algorithms, deployment scripts, and specialized codebase. Without a robust NDA, sharing access to your... Read more
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Customize your Non-Disclosure Agreement
8 fields · Takes about 2 minutes
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[Specific Technical Information Covered]
This clause specifies what types of information are considered confidential. It is crucial to clarify what is and what is not included to prevent any disputes.
Details the responsibilities of the party receiving the confidential information, including how they must protect it and any limitations on its use.
Lists exceptions to what is considered confidential, such as information that is already public or was independently developed without using the disclosed information.
Specifies the length of time that the agreement lasts and how long confidentiality is to be maintained. This can include both the term of the agreement and any surviving obligations.
Outlines circumstances where the receiving party is allowed to disclose information, for example, as required by law or to employees who need to know.
Requires the receiving party to return or destroy any confidential materials at the end of the agreement or upon request.
Describes the available legal remedies if the agreement is breached, such as injunctions or damages. This is crucial for enforcement and deterrence.
Specifies which state’s laws will govern the agreement and which courts will have jurisdiction over disputes. This is important for clarity and legal planning.
Affirms that the written document comprises the complete agreement between the parties regarding the confidentiality terms, superseding any prior discussions or agreements.
Ensures that if one part of the contract is found invalid, the rest of the agreement still holds.
As a freelance software developer in Texas, your competitive edge lies in your proprietary algorithms, deployment scripts, and specialized codebase. Without a robust NDA, sharing access to your repository or staging environments exposes you to IP ownership disputes and the unauthorized use of your trade secrets. This agreement is specifically tailored to Texas law, ensuring that your disclosures are protected under the Texas Business & Commerce Code while clearly defining 'Confidential Information' to prevent the common pitfall of ambiguity that often leads to costly litigation. Protect your milestones and mitigate liability for bugs by establishing legal boundaries before the first sprint begins.
In Texas, NDAs must comply with the Texas Business and Commerce Code. If your NDA includes non-compete elements, it must be 'ancillary to or part of an otherwise enforceable agreement' under Tex. Bus. & Com. Code § 15.50. Furthermore, our template ensures compliance with the Statute of Frauds (Tex. Bus. & Com. Code § 26.01) by requiring a written instrument for agreements that protect long-term trade secrets.
Yes. The 'Definition of Confidential Information' clause is structured to include not just the project output, but also the developer's background technology, API keys, and repository structures. This prevents clients from claiming ownership of your underlying tools while allowing them to review your work during milestones.
While the primary focus is confidentiality, this agreement works in tandem with your Master Service Agreement to define that the disclosure of codebase 'as-is' for review does not constitute a warranty. This helps mitigate risks regarding 'Liability for Bugs and Defects' which is a common pain point for independent contractors in the tech sector.
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