Louisiana consultant nda template

Louisiana Consultant Non-Disclosure Agreement

This Louisiana Consultant Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between [Client Legal Name], a [Client State of Incorporation/Formation] [Client Entity Type], with a principal place of business at [Client Business Address] (“Disclosing Party”), and [Consultant Legal Name], a [Consultant State of Incorporation/Formation] [Consultant Entity Type] (or, if an individual, residing at [Consultant Business Address]), (“Receiving Party”).

1. Definition of Confidential Information

Option A:
Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, directly or indirectly, whether in writing, orally, or by inspection of tangible objects, including, without limitation, proprietary business data, technical information, formulas, processes, marketing plans, commercial strategies, client lists, pricing data, unpublished financial records, source code, project documentation, methods, trade secrets (as defined under Louisiana’s Uniform Trade Secrets Act, La. R.S. 51:1431 et seq.), all work product created by the consultant in connection with the engagement, and information in written, oral, or electronic form clearly marked or identified as confidential.

Option B:
Confidential Information specifically includes, but is not limited to, the information listed on Exhibit A attached hereto and incorporated herein by reference.

Option C:
Confidential Information shall not include [describe specific documents or information excluded from confidentiality].

2. Exclusions from Confidentiality

Option A:
The obligations of confidentiality under this Agreement shall not apply to information that:

• was already lawfully and demonstrably in Receiving Party’s possession prior to disclosure by Disclosing Party;
• becomes publicly available without breach of this Agreement by Receiving Party;
• is rightfully received by Receiving Party from an independent and lawful third party who is not bound by any confidentiality obligation to Disclosing Party; or
• is required to be disclosed by Louisiana law, court order, or regulatory demand, provided that Receiving Party gives prompt written notice to Disclosing Party of such requirement (unless prohibited by law) and cooperates with Disclosing Party, at Disclosing Party's expense, in any efforts to seek a protective order or other appropriate remedy.

Option B:
Information disclosed by Disclosing Party in a non-confidential setting is not considered Confidential Information. A non-confidential setting includes [describe examples of non-confidential settings].

3. Permitted Use

Option A:
Receiving Party shall use the Confidential Information solely for the purpose of performing the consulting services for Disclosing Party as defined in the Consulting Agreement between the parties dated [Date of Consulting Agreement] (the “Consulting Agreement”).

Option B:
Receiving Party is prohibited from using the Confidential Information for its own benefit, the benefit of any other person or entity, or for any purpose other than that specified in Option A.

4. Safeguarding Confidential Information

Option A:
Receiving Party shall implement reasonable and industry-appropriate measures to safeguard the Confidential Information, including, without limitation, password protection, secure transmission, controlled access, restricted copying, and physical or electronic security protocols in line with Louisiana’s data privacy and cybersecurity laws.

Option B:
If the Confidential Information includes protected health information, Receiving Party shall comply with all applicable requirements of the Health Insurance Portability and Accountability Act (HIPAA).

Option C:
Receiving Party will maintain a log of all individuals with access to Confidential Information, providing details of access dates and reasons.

5. Term and Survival

Option A:
The obligations of confidentiality under this Agreement shall commence upon the date of first disclosure of Confidential Information by Disclosing Party to Receiving Party and shall continue throughout the term of the Consulting Agreement and for a period of [Number] years following the termination or expiration of the Consulting Agreement.

Option B:
With respect to Confidential Information that constitutes a trade secret under Louisiana law, the obligations of confidentiality shall continue perpetually.

6. Return or Destruction of Confidential Information

Option A:
Upon completion or termination of the Consulting Agreement, or at Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all electronic records, copies, and any derived work product.

Option B:
In lieu of returning the Confidential Information, Receiving Party may, at Disclosing Party’s option, certify in writing to Disclosing Party that all Confidential Information has been securely destroyed.

7. Notification of Unauthorized Disclosure

Option A:
Receiving Party shall immediately notify Disclosing Party upon becoming aware of any unauthorized use, access, breach, or threatened disclosure of Confidential Information and shall cooperate fully with Disclosing Party in any remedial or legal actions taken by Disclosing Party to prevent further unauthorized use or disclosure.

8. Remedies for Breach

Option A:
Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable relief, in addition to any other remedies available at law or in equity, including actual damages and attorney's fees.

Option B:
Receiving Party agrees to pay liquidated damages of [Dollar Amount] for each instance of unauthorized disclosure of Confidential Information. (Note: Liquidated damages must be reasonable and proportionate to the anticipated harm under Louisiana law.)

9. No License or Ownership

Option A:
No license, ownership interest, or intellectual property rights in the Confidential Information are granted to Receiving Party except as strictly necessary for performing the consulting services under the Consulting Agreement.

Option B:
All inventions, deliverables, or work product developed under the Consulting Agreement which incorporate or are based on Confidential Information shall be the sole and exclusive property of Disclosing Party.

10. Compliance with Laws

Option A:
Receiving Party shall comply with all applicable Louisiana state and federal laws and industry regulations relevant to the Confidential Information, including, without limitation, data breach notification requirements under La. R.S. 51:3071 et seq.

11. Non-Circumvention (Optional - Consult Legal Counsel)

Option A:
Receiving Party agrees not to circumvent Disclosing Party by directly soliciting business from or interfering with Disclosing Party’s customers or confidential relationships during the term of the Consulting Agreement and for a period of [Number] years following its termination. (Note: Non-circumvention clauses must be carefully tailored and supported by adequate consideration to be enforceable under Louisiana law, La. R.S. 23:921.)

12. Relationship to Other Agreements

Option A:
This Agreement shall be interpreted consistently with any non-competition, non-solicitation, or non-circumvention agreements between the parties, provided that any such restrictions are enforceable under Louisiana law (La. R.S. § 23:921) and are narrowly tailored as to time, geographic area, and scope of protected interests.

13. Assignment

Option A:
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a bona fide successor in interest by way of merger, consolidation, or sale of substantially all of its assets.

14. Governing Law and Venue

Option A:
This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. Exclusive venue and jurisdiction for any disputes arising out of or relating to this Agreement shall be in the state and federal courts located in [Parish Name] Parish, Louisiana.

15. Dispute Resolution

Option A:
The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If such negotiation is unsuccessful, the parties shall submit the dispute to mediation. If mediation is unsuccessful, the parties may pursue binding arbitration or litigation.

16. Severability

Option A:
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties as closely as possible.

17. Amendment and Waiver

Option A:
No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

18. Electronic Signatures

Option A:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic signature shall have the same force and effect as an original signature. (Complies with Louisiana Electronic Transactions Act, La. R.S. 9:2601 et seq.)

19. Entire Agreement

Option A:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

20. Independent Contractor

Option A:
Receiving Party is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party shall have any authority to bind the other party in any manner whatsoever.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

[Consultant Legal Name]

By: [Consultant Authorized Representative Name]

Title: [Consultant Authorized Representative Title] (If applicable)