What is a Confidentiality Agreement?

Welcome to the Kazi Law Firm! We are a boutique law firm steeped in Texas tradition personifying the warmth and congeniality consistent with southern hospitality. We believe in preserving integrity and professionalism with true Texan charm, staying true to our roots, while providing essential, affordable legal services to all. Located just north of Dallas, Texas in the rapidly growing suburb of Frisco; the Kazi Law Firm concentrates on contracts drafting and review, immigration law, will & estates, real estate law, landlord, tenant, mediation, and general business law needs.

How many times have you been asked to sign a Confidentiality Agreement before embarking on a new employment opportunity? Did you actually read the agreement or did you barely glance at it and immediately look for the signature line? Remember, under Texas law, you have a “duty to read” and it’s a prudent practice to always read a document in its entirety before signing it. Let’s talk about what a confidentiality agreement is?

Another name for this document is a non-disclosure agreement (NDA). It is essentially a legally binding document designed to prevent others from making unauthorized disclosures of confidential information or trade secrets. It also precludes others from using those secrets for their own benefit. There are different types of confidentiality agreements, such as a standard unilateral NDA, a mutual NDA (bilateral), an employee NDA, or an independent contractor NDA.


This agreement uses a comprehensive definition of “confidential information” and “trade secrets” to ensure any and all proprietary information remains well protected. The recipient (employee) is required to exercise the utmost diligence and his or her best efforts to guard and protect against unauthorized disclosure or theft of confidential information and trade secrets. If the recipient learns that someone else is making unauthorized disclosures, the recipient is required to notify the disclosing party immediately.

Specifically Protected Confidential Information & Trade Secrets:

In an NDA, you have the option to specify the specific information that the employee is required to keep confidential. This essentially allows you to add your own classes of confidential information to the general definition included in the agreement. It is wise to include this information here as it may help clarify the expectations of the parties and support them should there ever be a dispute.

The recipient’s duty of confidentiality can last as long as is needed for the parties’ business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the disclosing party’s interests.

Dispute Resolution:

You may notice that all confidentiality agreements include mediation and/or arbitration provisions. This clause requires disputes to be settled through mediation or binding arbitration and avoid the time and expense of going through the formal court system. Litigation is expensive and lengthy. Furthermore, you will see a provision explicitly stating which state’s laws will govern the NDA. Usually, the disclosing party lists its principal place of business (PPB) or residence as the governing state. Other options would be to use the disclosing party’s state of incorporation or the state where the two parties are conducting business together.

What is the difference between non-disclosure, non-compete, and non-solicitation clauses?

A non-disclosure agreement prohibits the disclosure of confidential information to third parties, a non-compete agreement prohibits specific activities that compete with a business, and a non-solicitation clause prohibits the solicitation of a business’s customers, employees, or similar business relationships.

Please keep in mind that employers can add additional terms and conditions as desired. This allows them complete flexibility to tailor the document to reflect the specific situation and true intent of the parties. As always, you have a duty to read all documents, and if you have questions or concerns regarding a document, reach out to an experienced attorney before signing on the dotted line.

I built my law practice on the premise of being a life raft in a sea of sharks. I want to be an advocate for those that have been wronged and are too intimidated to seek help. My firm is here to explore your options, guide you through your legal journey, and give you that safe space to ask questions! There’s no such thing as a stupid question…Only the ones you don’t ask. So, my question to my clients is not “do you have any questions?” But rather “what questions do you have?”

As always, the Kazi Law Firm is standing by to help you in your time of need. Don’t hesitate to contact us today. We specialize in real estate law, landlord-tenant disputes, immigration, and wills & estate planning. Family is at the core of our practice. Just as we treat our family with respect and understanding, we treat yours. Come join the Kazi Law Firm family today!

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