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nondisclosure agreement (NDA)

A nondisclosure agreement—also known as an NDA, a confidentiality agreement, or a confidential disclosure agreement (CDA)—is a legally enforceable contract between persons or entities who want to share confidential, proprietary information with each other without the other party or parties to the agreement (1) using the information shared for a purpose other than the intended purpose (as defined in the NDA) or (2) sharing the confidential, proprietary information with persons or entities who are not parties to the NDA.

Nondisclosure agreements are generally interpreted and enforced according to the contract law of the state where one or both parties are located, and may governed by the law of the state the parties’ agreed to in a choice of law provision in the NDA.

In Texas, nondisclosure agreements (NDAs) are recognized and enforceable contracts that are used to protect confidential and proprietary information. They are governed by Texas contract law, which requires that the agreements meet certain criteria to be legally binding, such as having a lawful purpose, mutual consent, and consideration. The parties to an NDA must agree not to use the shared information for any purpose other than the one intended and specified in the agreement, and not to disclose it to any third party not involved in the agreement. If a party breaches an NDA, the other party may seek legal remedies, which can include damages or an injunction to prevent further breaches. Additionally, the parties can specify within the NDA that the laws of a particular state will govern the agreement, even if that state is not Texas. This is known as a 'choice of law' provision and is generally respected by Texas courts as long as the chosen state's laws do not contradict Texas public policy.

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