Non-Disclosure Agreement
Create a customized Non-Disclosure Agreement for solo practice attorneys in Texas. Protect client confidences, comply with Texas Business & Commerce Code and State Bar of
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As a solo practice attorney in Texas, you routinely share sensitive client files, case strategies, and proprietary billing systems with paralegals, contract attorneys, or technology vendors. A single... 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 represents and warrants that it has performed a thorough conflict-of-interest check in accordance with Texas Disciplinary Rule of Professional Conduct 1.06 and has disclosed any potential conflicts to the Disclosing Party. The Receiving Party further agrees to maintain ongoing monitoring for conflicts throughout the term of this Agreement and any surviving obligations. This warranty is made to protect the Solo Practice Attorney's compliance with fiduciary duties under Texas law and to avoid grievances before the State Bar of Texas. Breach of this warranty shall constitute material breach allowing immediate termination and recovery of all damages, including reasonable attorneys' fees, as permitted under Tex. Bus. & Com. Code and Texas common law. This provision is ancillary to the overall engagement and satisfies the requirements of Tex. Bus. & Com. Code § 15.50.
Both parties agree to comply with Texas Business & Commerce Code requirements for the secure disposal of business records containing confidential information, including client data protected under the Gramm-Leach-Bliley Act when applicable. The Receiving Party shall implement reasonable safeguards consistent with HIPAA where health information is involved and shall certify in writing the secure destruction or return of all materials upon termination. This clause is specifically drafted for solo practice attorneys in Texas who routinely handle sensitive client information and must avoid liability for data breaches under Texas privacy statutes. Failure to adhere shall trigger the Remedies for Breach section and potential reporting obligations to the State Bar of Texas.
If the Receiving Party is an independent contractor, paralegal, or contract attorney, this Agreement expressly acknowledges Texas at-will employment doctrines under Tex. Lab. Code § 21.051 and confirms that nothing herein creates an employment relationship. The parties agree that any shared information remains subject to the highest ethical standards of the State Bar of Texas. The Receiving Party acknowledges that unauthorized disclosure may result in both civil liability and referral to the Texas Bar for disciplinary proceedings. This provision mitigates common solo practice attorney risks of misclassification and ensures the non-disclosure agreement for solo practice attorney in Texas remains enforceable as an ancillary agreement under Texas law.
The Disclosing Party, as a licensed solo practice attorney in Texas, covenants to maintain professional liability insurance in a minimum amount required by the State Bar of Texas throughout the term of this Agreement. The Receiving Party acknowledges that the Disclosing Party's ability to respond to any claim arising from a breach of confidentiality may depend on such coverage. This covenant is included pursuant to the Texas Disciplinary Rules of Professional Conduct and the common-law duty to mitigate malpractice exposure. Any material change in coverage must be disclosed immediately. This clause provides additional protection for clients and aligns with Texas-specific risk management practices expected of solo practitioners.
[client matter description]
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 solo practice attorney in Texas, you routinely share sensitive client files, case strategies, and proprietary billing systems with paralegals, contract attorneys, or technology vendors. A single breach can trigger malpractice claims or State Bar grievances under the Texas Disciplinary Rules of Professional Conduct. Consider this concrete scenario: you are handling a high-stakes oil-and-gas dispute for a Houston energy client and must disclose privileged discovery materials to an e-discovery contractor. Without a tailored non-disclosure agreement for solo practice attorney in Texas, that vendor could inadvertently leak information, exposing you to liability for violating Tex. Bus. & Com. Code provisions on trade secrets and fiduciary duty. Our Texas-specific NDA addresses at-will employment nuances under Tex. Lab. Code § 21.051, incorporates the Texas Uniform Trade Secrets Act, and mitigates common contractual pain points like scope-of-work disputes and data-protection requirements that solo practitioners face daily. It goes beyond generic templates by adding mandatory conflict-of-interest warranties, HIPAA-compliant language when you handle medical records, and clear remedies tied to Texas venue rules. Protect your practice, your clients, and your bar license with an enforceable agreement drafted for Texas solo attorneys.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Solo Practice Attorney:
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.
Client Confidentiality Breaches
Include confidentiality clauses in retainer agreements and implement rigorous data security measures.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Model Rules of Professional Conduct
Governs ethics, responsibilities, and professional conduct of attorneys. Each state adapts these rules into its own professional responsibility code.
Enforced by American Bar Association, State Bar Associations
State Bar Admission Rules
Each state has its own rules and procedures for admission to practice law, which include educational and character requirements.
Enforced by State Supreme Courts or State Bar Associations
Gramm-Leach-Bliley Act (GLBA)
Requires financial institutions, including law firms handling client financial information, to protect such information.
Enforced by Federal Trade Commission (FTC)
Health Insurance Portability and Accountability Act (HIPAA)
Applies if the attorney deals with healthcare information. It mandates the protection of sensitive patient data.
Enforced by Department of Health and Human Services (HHS) Office for Civil Rights
Federal Rules of Civil Procedure
Governs procedural rules for civil lawsuits in United States federal district courts, impacting how solo attorneys manage these suits.
Enforced by Federal Judicial Center
Recommended coverage: Professional Liability Insurance (Malpractice Insurance) · General Liability Insurance · Cyber Liability Insurance · Business Owner's Policy (BOP)
Generic NDAs fail to address Texas-specific requirements such as Tex. Bus. & Com. Code § 26.01 Statute of Frauds and the heightened confidentiality obligations under the Texas Disciplinary Rules of Professional Conduct. A solo practice attorney in Texas routinely manages client financial data subject to Gramm-Leach-Bliley Act and potential HIPAA-protected health information. Our form includes role-specific clauses on conflicts of interest, return of materials, and survival of obligations that align with Texas case law and at-will employment statutes, preventing malpractice exposure that generic forms overlook.
The agreement requires the receiving party to warrant they have conducted a conflict check consistent with Texas Disciplinary Rule 1.06 and will maintain ongoing vigilance. For a solo practice attorney in Texas handling multiple small-business clients, this clause prevents inadvertent representation of adverse interests. It also ties remedies to Texas venue and choice-of-law provisions, ensuring any dispute is resolved in a Texas court familiar with local bar standards.
The document expressly incorporates Tex. Bus. & Com. Code § 15.50 for ancillary agreements, Tex. Bus. & Com. Code provisions governing trade secrets, and Tex. Lab. Code § 21.051 for employment-related disclosures. By referencing these statutes and the Texas Uniform Trade Secrets Act, the NDA satisfies the writing requirement under Tex. Bus. & Com. Code § 26.01 and provides clear consideration, making it fully enforceable for solo practice attorneys in Texas.
Yes. The form contains a Permitted Disclosures clause tailored for expert witnesses, contract counsel, and vendors under Federal Rules of Civil Procedure and Texas Rules of Civil Procedure. It requires any downstream recipient to be bound by equivalent confidentiality terms. Solo practice attorneys in Texas frequently rely on such temporary help; this NDA ensures compliance with fiduciary duty and client confidentiality without exposing you to malpractice.
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