Non-Disclosure Agreement
Protect your beats, stems, and royalty splits with a Texas-specific non-disclosure agreement for music producers. Safeguard against royalty disputes, sample clearance, co
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As a music producer in Texas, you frequently share unreleased master recordings, exclusive beat leases, stems, and detailed royalty split schedules with artists, labels, engineers, and collaborators.... 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 any use of samples within the Master Recording or derivative works must comply fully with the Digital Millennium Copyright Act (DMCA) and guidelines issued by the Recording Industry Association of America (RIAA). Receiving Party warrants that all samples have been properly licensed and cleared prior to any disclosure under this Agreement. Any documentation evidencing sample clearance shall constitute Confidential Information and may not be shared without the Music Producer's prior written consent. Breach of this provision shall constitute irreparable harm under Texas law, specifically Tex. Bus. & Com. Code § 26.01, entitling the Disclosing Party to seek injunctive relief and recovery of all resulting damages, including lost royalty income and legal fees. This clause survives termination of the agreement.
Any stems, master recordings, or derivative works created during the collaboration shall remain subject to the ownership percentages set forth in any accompanying beat lease or production agreement. This NDA does not transfer any copyright interest under the Copyright Act of 1976. The Receiving Party agrees not to claim co-ownership or assert any interest in the Producer's pre-existing beats or production techniques. In accordance with Tex. Bus. & Com. Code § 15.50, this provision is ancillary to the parties' enforceable production contract and is reasonable in scope and duration. Any dispute regarding ownership shall be resolved exclusively under Texas law with venue in the county of the Music Producer's principal place of business.
All information related to performance rights organization (PRO) registrations with ASCAP, BMI, or SESAC, including royalty collection data, split percentages, and publishing information, is deemed Confidential Information. Receiving Party shall not register, claim, or interfere with the Producer's PRO rights without express written authorization. This obligation aligns with industry standards enforced by ASCAP, BMI, and SESAC and is further protected under the Copyright Act of 1976. Violation shall trigger the Remedies for Breach section and may result in claims under the Texas Deceptive Trade Practices Act (DTPA) for any consumer-like harm to the Producer's royalty stream. The Receiving Party must return or destroy all PRO-related materials upon request or termination.
This Agreement is made in the State of Texas and shall be interpreted according to Tex. Bus. & Com. Code § 26.01 (Statute of Frauds) and Texas common law governing trade secrets. If any party is an at-will employee or independent contractor under Tex. Lab. Code § 21.051, this NDA is supported by independent consideration in the form of access to the Producer's proprietary production techniques and unreleased masters. The parties agree that any non-compete or non-solicitation elements ancillary to this NDA comply with Tex. Bus. & Com. Code § 15.50. Should any court find a provision overly broad, it shall be reformed to the maximum extent permitted under Texas law rather than voided entirely, preserving the Producer's intellectual property protections.
[project description]
[confidential materials]
[royalty split details]
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 music producer in Texas, you frequently share unreleased master recordings, exclusive beat leases, stems, and detailed royalty split schedules with artists, labels, engineers, and collaborators. A single leak of an unreleased track or unauthorized use of a sample can trigger immediate royalty disputes and credit conflicts that damage your reputation and revenue for years. For example, a Texas music producer servicing clients in the Austin and Houston scenes was recently forced into costly litigation after a collaborator leaked stems from an unreleased project, leading to improper sample clearance claims and lost sync licensing opportunities. This non-disclosure agreement for music producer in Texas is tailored to mitigate those exact industry risks under the Copyright Act of 1976 and the Digital Millennium Copyright Act (DMCA). It clearly defines confidential information to include unreleased masters, beat lease terms, royalty splits, and PRO registration data from ASCAP, BMI, or SESAC. Texas law, including Tex. Bus. & Com. Code § 26.01 (Statute of Frauds) and Tex. Bus. & Com. Code § 15.50 on ancillary agreements, requires precise written terms to make these protections enforceable. Without this document, you risk co-ownership conflicts and credit disputes that the RIAA guidelines and Texas courts take seriously. Our generator creates a customized NDA that includes return of materials, permitted disclosures, and breach remedies aligned with Texas community property considerations and DTPA consumer protections, giving you the confidence to collaborate without fear.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Music Producer:
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.
Royalty disputes
Contracts should clearly outline royalty splits and payment schedules, including terms for digital, sync, and mechanical royalties.
Sample clearance issues
Contracts must include clauses ensuring that all samples used are properly licensed and cleared with rights holders.
Co-ownership conflicts
Contracts should specify ownership percentages for co-created works and establish a framework for resolving disputes.
Credit disputes
Ensure contracts clearly define credit rights and how the producer will be acknowledged in all releases.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Copyright Act of 1976
Governs the rights of music producers over their creations, including ownership, reproduction, and distribution of music. It establishes the legal framework for handling issues like sampling and derivative works.
Enforced by U.S. Copyright Office
Digital Millennium Copyright Act (DMCA)
Provides copyright protection in the digital environment, addressing issues like unauthorized distribution of music recordings online.
Enforced by U.S. Copyright Office
PRO Licensing (ASCAP, BMI, SESAC)
Performance rights organizations that regulate public performance rights and collect royalties on behalf of songwriters and music producers.
Enforced by ASCAP, BMI, SESAC
Recording Industry Association of America (RIAA) Guidelines
Enforces anti-piracy measures and provides guidance on music distribution standards and copyright protections.
Enforced by RIAA
Recommended coverage: Errors and Omissions (E&O) Insurance · General Liability Insurance · Professional Liability Insurance
This NDA explicitly defines royalty splits, mechanical royalties, sync fees, and streaming revenues as confidential information. It obligates the receiving party to maintain secrecy and prohibits use outside the agreed collaboration. Under the Copyright Act of 1976 and Tex. Bus. & Com. Code § 26.01, these written terms create enforceable obligations that prevent unauthorized exploitation of your production work, reducing the likelihood of litigation common in Texas music scenes.
Unlike generic templates, this document incorporates Texas-specific provisions from Tex. Bus. & Com. Code § 15.50 and references industry standards from ASCAP, BMI, and SESAC for performance rights. It addresses unique risks like sample clearance under the DMCA, co-ownership of stems and masters, and credit attribution. The agreement also accounts for Texas at-will employment principles if staff or contractors are involved, ensuring full compliance and stronger enforceability in Texas courts.
Yes. Unauthorized sampling is a leading cause of litigation for Texas producers. This NDA requires the receiving party to warrant that any samples used have been cleared per RIAA guidelines and the Digital Millennium Copyright Act (DMCA). It includes specific clauses on sample licensing documentation that must remain confidential, protecting you from derivative work claims and potential financial penalties under both federal and Texas Business and Commerce Code provisions.
The term should extend at least 5 years after the last disclosure or the life of any copyright in the works, whichever is longer. This aligns with the Copyright Act of 1976 and Texas law requiring clear duration terms under Tex. Bus. & Com. Code § 26.01. Our generator allows you to specify perpetual protection for trade secrets such as your unique production techniques or client lists, which survive termination and remain enforceable in Texas.
State laws affect what must be in this document. Pick your jurisdiction.
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