TX · NDA · Updated July 2026 · Free
Texas Non-Disclosure Agreement
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Texas at a glance: Enforceability: Enforceable if reasonable in scope and duration · Blue Pencil Doctrine: Courts may modify overly broad NDAs · Trade Secret Law: Texas Uniform Trade Secrets Act (TUTSA)
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Overview
Non-Disclosure Agreements in Texas
Texas courts enforce NDAs if they are reasonable in scope, duration, and geographic area, and if they protect a legitimate business interest. Texas follows the "blue pencil" doctrine — courts can modify (narrow) an unreasonable NDA rather than voiding it entirely.
Texas protects trade secrets under the Texas Uniform Trade Secrets Act (TUTSA). Non-disclosure obligations that are ancillary to an otherwise enforceable agreement (like an employment contract) are generally upheld if they are reasonable.
Key Facts
Texas Non-Disclosure Agreement — Quick Reference
| Requirement | Texas Rule |
|---|---|
| Enforceability | Enforceable if reasonable in scope and duration |
| Blue Pencil Doctrine | Courts may modify overly broad NDAs |
| Trade Secret Law | Texas Uniform Trade Secrets Act (TUTSA) |
| Non-Competes | Enforceable if ancillary to enforceable agreement |
| Governing Statute | Tex. Civ. Prac. & Rem. Code § 134A |
Legal Requirements
Texas Legal Requirements
- NDA must be ancillary to an otherwise enforceable agreement to be upheld.
- Restrictions must be reasonable in scope, geographic area, and duration.
- Must protect a legitimate business interest — trade secrets, confidential information, or goodwill.
- Courts may reform (blue pencil) unreasonable provisions rather than void the entire agreement.
Governing Laws
Texas Governing Laws
Tex. Bus. & Com. Code § 15.50
Covenants Not to Compete
Governs enforceability of non-compete and confidentiality provisions in Texas. Requires reasonable limitations and a legitimate business interest.
Tex. Civ. Prac. & Rem. Code § 134A
Texas Uniform Trade Secrets Act
Defines trade secrets and provides remedies for misappropriation in Texas.
Read the full text of these laws at Cornell Law School's Texas legal resources or your state legislature's official website.
Questions & Answers
Texas Non-Disclosure Agreement — Frequently Asked Questions
Are NDAs enforceable in Texas?
Yes. Texas enforces NDAs that are reasonable in scope and duration and protect a legitimate business interest. Courts can modify overly broad provisions under the blue pencil doctrine rather than voiding the entire agreement.
How long can a Texas NDA last?
Texas courts have upheld NDAs ranging from 1 year to indefinite periods for true trade secrets. Reasonableness depends on the nature of the information and the industry.
What is the Texas blue pencil doctrine?
Texas courts can reform (narrow) an unreasonable NDA to make it enforceable rather than voiding it entirely. This gives courts flexibility to salvage agreements with overly broad provisions.