Is employment alone enough consideration for a Texas NDA?

For new hires, the offer of employment typically provides sufficient consideration. For existing employees, Texas courts may require additional consideration such as a raise, promotion, bonus, or access to confidential information. Without adequate consideration, the NDA may be unenforceable.

Can a Texas NDA include a non-compete clause?

Yes. Unlike California, Texas allows non-compete clauses when they are ancillary to an otherwise enforceable agreement (like an NDA), supported by consideration, and reasonable in time, geographic area, and scope of activity. Courts can reform overbroad non-competes to make them reasonable.

How does TUTSA define a trade secret in Texas?

Under TUTSA, a trade secret includes any information — formulas, patterns, compilations, programs, devices, methods, techniques, or processes — that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain secrecy.

How long should a Texas NDA last?

Texas has no statutory maximum, but courts evaluate reasonableness. Typical durations are 2–5 years for general confidential information. Trade secrets can be protected indefinitely as long as they maintain their secret status. Unreasonably long terms may be reformed by a court.

Texas NDA Template

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Texas NDA law overview

Texas follows the Texas Uniform Trade Secrets Act (TUTSA) for trade secret protection. Unlike California, Texas allows reasonable non-compete agreements as part of or ancillary to an NDA, provided there is adequate consideration. Texas courts require that NDAs be supported by independent consideration — employment alone may not suffice for existing employees.

Key considerations

What makes NDAs in Texas different from other states.

Consideration Requirement

Texas courts require adequate consideration for NDAs. For new employees, the offer of employment typically suffices. For existing employees, additional consideration (promotion, bonus, access to confidential information) may be needed.

Non-Compete Ancillary Provisions

Texas permits non-compete clauses when they are ancillary to an otherwise enforceable agreement. NDAs that include non-competes must ensure the restrictive covenant is reasonable in scope, time, and geography.

TUTSA Trade Secret Standards

TUTSA broadened the definition of trade secrets beyond the prior Restatement standard. Information qualifies if it derives independent economic value from not being generally known and is subject to reasonable protective measures.

Inevitable Disclosure Doctrine

Texas courts have recognized the inevitable disclosure doctrine in limited circumstances, allowing injunctive relief when an employee's new role would inevitably lead to trade secret disclosure.

Governing statutes

Key laws that govern non-disclosure agreements in Texas.

Texas Uniform Trade Secrets Act (TUTSA)
Tex. Civ. Prac. & Rem. Code §§ 134A.001–134A.008
Governs trade secret definition, misappropriation claims, and available remedies under Texas law.
Covenants Not to Compete Act
Tex. Bus. & Com. Code §§ 15.50–15.52
Allows enforceable non-competes when ancillary to an otherwise enforceable agreement and supported by consideration.
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833–1839
Federal trade secret protection with whistleblower immunity requirements.

Texas NDA essentials

Key points automatically handled when you generate a Texas NDA.

Existing employees may need additional consideration beyond continued employment
Non-compete provisions are enforceable when reasonable and ancillary to an NDA
TUTSA broadened trade secret definitions beyond common law
Inevitable disclosure doctrine may be applied in limited cases
DTSA whistleblower immunity notice required