A non-disclosure agreement is the document you sign before you share something valuable — a customer list, a recipe, pricing, software, a manufacturing process, plans for a new location — with someone who could use it against you. El Paso businesses need NDAs when hiring key employees, bringing on a contractor or developer, pitching an investor, exploring a sale, or exchanging technical drawings with a supplier or maquiladora in Ciudad Juárez. Without a signed NDA, the law protects only information that qualifies as a trade secret and only if you took reasonable steps to keep it secret. An NDA is the clearest evidence of those steps.
Texas protects confidential business information through the Texas Uniform Trade Secrets Act, Chapter 134A of the Civil Practice and Remedies Code, which allows injunctions and damages for misappropriation, and through ordinary contract law for information that is confidential but not a trade secret. The federal Defend Trade Secrets Act, 18 U.S.C. Section 1836, adds a federal claim and requires that NDAs with employees and contractors include a whistleblower immunity notice under Section 1833(b); leave it out and you lose the right to exemplary damages and attorney's fees against that person. Texas courts enforce NDAs that are reasonable in scope and duration, but an NDA that also restricts competition must meet Section 15.50 of the Business and Commerce Code.
The Law Office of Robert Navar drafts one-way and mutual NDAs for El Paso businesses on a flat fee, in English and, when a Juárez counterparty will sign, in a bilingual format with Texas law and El Paso County venue. We define confidential information precisely enough to be enforced, carve out what the law will not protect, set a term that a judge will respect, include the federal immunity notice and add return-and-destroy and injunctive relief provisions. No court is involved in preparing or signing an NDA; it is a private contract. The free NDA from a website usually fails on at least one of these points, and you discover the gap only after the information is gone.
One-way, mutual, employee or investor: choosing the right NDA
A one-way NDA protects only the party disclosing information, which fits an employee, contractor or vendor relationship. A mutual NDA protects both sides and is standard when two El Paso companies explore a joint venture, a supply arrangement or a merger. Employee NDAs should be signed at hiring, supported by the job itself as consideration, and paired with a non-solicitation clause when appropriate. Investor NDAs are a special case: many venture investors refuse to sign them, so we help founders decide what to disclose without one. Business-sale NDAs must also restrict the buyer from soliciting your employees and customers during due diligence.
Why so many NDAs fail in Texas courts
The most common defects are predictable. Defining confidential information as everything the recipient learns makes the agreement overbroad and unenforceable. A perpetual term for ordinary business information, as opposed to true trade secrets, invites a court to strike it. Missing exclusions for public information and independently developed knowledge look one-sided. Omitting the Defend Trade Secrets Act immunity notice forfeits remedies. And an NDA that quietly bars the recipient from working for competitors becomes a non-compete that must satisfy Section 15.50's reasonable time, geography and scope limits. We draft NDAs that anticipate every one of these arguments.
What's included
- Short intake to identify what you are protecting, from whom and for how long
- One-way or mutual NDA drafted under Texas law with El Paso County venue
- Precise definition of confidential information with the exclusions Texas courts expect
- Defend Trade Secrets Act whistleblower immunity notice for employee and contractor NDAs
- Return-and-destroy, injunctive relief, attorney's fee and non-solicitation provisions as appropriate
- Bilingual English-Spanish version for Juárez or Mexican counterparties, on request
- Reusable template with instructions so you can sign future NDAs without a new fee
How it works
Tell us what you are protecting
In a short call or email exchange we learn what information is at stake, who will receive it, whether the relationship is employment, vendor, investor or sale, and quote the flat fee.
Draft delivered
Within a few business days you receive the NDA with a plain-language summary of what it does and does not restrict. We revise once if you or the other side request changes.
Sign and keep
Both parties sign electronically or in our El Paso office. Nothing is filed with any court or agency. You keep the executed NDA and a template for the next one.