Can a Texas NDA include a non-compete clause?

Yes, but it must be ancillary to an otherwise enforceable agreement, supported by adequate consideration, and reasonable in scope, time, and geographic area.

What consideration is required for a Texas NDA?

Texas courts require independent consideration beyond employment. Providing access to confidential information, specialized training, or trade secrets typically qualifies.

How does Texas define trade secrets?

Under TUTSA, a trade secret is information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy.

Non-Disclosure Agreement for Texas

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Texas legal context

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.

What's required

TUTSA Trade Secret Definition
Tex. Civ. Prac. & Rem. Code § 134A.002
Injunctive Relief Provision
Tex. Civ. Prac. & Rem. Code § 134A.003
Ancillary Agreement Statement
Tex. Bus. & Com. Code § 15.50 (ancillary requirement principle)
Federal DTSA Whistleblower Notice
18 U.S.C. § 1833(b); Tex. Civ. Prac. & Rem. Code § 134A
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)

What's prohibited

Perpetual or unlimited confidentiality obligation without carve-out for trade secrets
Texas courts may refuse to enforce confidentiality obligations of unlimited duration for non-trade-secret information. Trade secrets may be protected indefinitely, but general confidential information should have a defined term.
All information exchanged between the parties regardless of form or marking
Texas courts require confidential information to be reasonably identifiable. Catch-all definitions that encompass all information without specificity may be deemed unenforceable.

Key TX statutes

Texas Uniform Trade Secrets Act (TUTSA)
Tex. Civ. Prac. & Rem. Code §§ 134A.001-134A.008
Governs trade secret definition, misappropriation claims, and remedies.
Covenants Not to Compete Act
Tex. Bus. & Com. Code §§ 15.50-15.52
Allows non-compete agreements ancillary to an otherwise enforceable agreement.

Texas-specific considerations

Consideration Required
Texas courts require NDAs to be supported by independent consideration beyond mere employment. Access to confidential information can serve as consideration.
Reasonable Scope Required
Non-compete provisions must be reasonable in time, geographic area, and scope of activity.
TUTSA Preemption
TUTSA preempts most common-law trade secret claims, making it the primary framework for disputes.

Why this matters in Texas

Non-compete clauses are allowed if reasonable in scope and supported by consideration
TUTSA provides comprehensive trade secret protection framework
Independent consideration required beyond employment relationship
Courts can reform overly broad restrictions rather than voiding them entirely