Windward Navigator · Contracts
A two-way confidentiality agreement for conversations about a deal, an investment, or a working relationship — Texas law, trade-secret protection preserved, with the exclusions and compelled-disclosure carve-outs counterparties expect.
Produces a two-way nondisclosure agreement for exploratory conversations — a potential deal, investment, acquisition, or vendor relationship — with the definitions, exclusions, compelled-disclosure carve-out, return-or-destroy obligation, and term that counterparties expect, under Texas law and preserving trade-secret remedies.
Both sides will share non-public information and neither is the clearly weaker party. It is the right form for partnership talks, diligence before a term sheet, and most vendor evaluations.
Only one side is disclosing (use a one-way NDA), you need employee or contractor confidentiality (that belongs in the engagement agreement), or the counterparty has sent its own paper — in that case have ours reviewed against theirs.
Both parties' legal names, entity types, and addresses; the purpose of the discussions; how long the agreement should run; and the Texas county for disputes.
Two or three years after the agreement ends is market for business information. Trade secrets stay protected for as long as they remain trade secrets, which this form preserves regardless of the stated period.
Include it for acquisition and services discussions where each side will meet the other's people. Leave it off for a simple exploratory conversation; Texas enforces these only when reasonable, and an unnecessary clause slows signing.
It protects the information you share, not the idea in the abstract. If the idea is patentable, talk to patent counsel before disclosing it to anyone, NDA or not.
Windward Navigator documents and guides are general information and general forms for Texas businesses, not legal advice about your company, and no attorney reviews your answers unless you engage the firm. Using Navigator does not create an attorney–client relationship. Attorney advertising.
