Louisiana employee nda template

Louisiana Employee Non-Disclosure Agreement

This Louisiana Employee Non-Disclosure Agreement (the "Agreement") is made and effective as of [Effective Date], by and between [Company Name], a [State] [Business Type] with its principal place of business at [Company Address] ("Employer"), and [Employee Name], residing at [Employee Address] ("Employee").

1. Purpose

This Agreement is intended to protect Employer’s Confidential Information (as defined below) by ensuring its non-disclosure and proper use by Employee during and after employment.

2. Definition of Confidential Information

"Confidential Information" means any information disclosed by Employer to Employee, whether orally, in writing, electronically, or by any other means, that is not generally known to the public, and that relates to Employer’s business, including but not limited to:

Trade Secrets (as defined under the Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 et seq.):

• Option A: Information including, but not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, or process, design, prototype, procedure, computer programming instructions, or lists of actual or potential customers or suppliers that: (1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
• Option B: (Alternative Trade Secret Definition Tailored to Specific Industry - [Industry]) – for example: "In the Oil & Gas sector, this includes well logs, seismic data interpretations, reservoir modeling, and proprietary drilling techniques."

Proprietary Company Technology:

• Option A: Source code, object code, algorithms, databases, inventions (whether patentable or not), and know-how.
• Option B: Detailed specifications of the hardware and software, including architecture, design, and user interface of [Specific Software/Hardware].

Business Methods:

• Option A: Marketing strategies, sales techniques, and pricing models.
• Option B: Specific internal operation procedures for [Specific Department/Process].

Pricing Strategies:

• Option A: Cost structures, pricing algorithms, and profit margins.
• Option B: Detailed quotes and pricing structures offered to specific clients (identified as [Type of Client]) within [Region].

Marketing Plans:

• Option A: Advertising campaigns, promotional materials, and market research data.
• Option B: Social media calendars, SEO strategies, and email marketing sequences.

Financial Records:

• Option A: Balance sheets, income statements, and cash flow statements.
• Option B: Revenue projections, expense forecasts, and budgeting processes.

Customer and Vendor Lists:

• Option A: Names, addresses, contact information, and purchasing history of customers and vendors.
• Option B: Specific client contract terms, renewal dates, and primary contact information for the top [Number] clients.

Process Documentation:

• Option A: Standard operating procedures, workflows, and internal manuals.

HR and Payroll Data:

• Option A: Employee salaries, performance reviews, and benefit information.

Unpublished Intellectual Property:

• Option A: Copyrighted materials, trademarks, and pending patent applications.

Internal Memos:

• Option A: Written communications, emails, and reports.

Development Roadmaps:

• Option A: Product development plans and timelines.

Contracts:

• Option A: Agreements with customers, vendors, and partners.

Written, Verbal, and Electronically Communicated Information disclosed in the course of employment.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by Employee.
• Was independently developed by Employee without use of Employer’s Confidential Information.
• Was rightfully received by Employee from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, court order, or regulatory requirement, provided that Employee notifies Employer in advance of such disclosure to allow Employer to seek a protective order or other appropriate remedy.

4. Permissible Use

Employee shall use the Confidential Information solely for the purpose of performing Employee’s assigned job functions within the scope of Employee's employment with Employer.

• Option A: Employee shall not use the Confidential Information for any personal, competitive, or third-party use.
• Option B: Employee shall not directly or indirectly disclose, duplicate, transmit, or sell the Confidential Information to any unauthorized person or entity.

5. Confidentiality Measures

Employee shall implement all reasonable and industry-appropriate measures to ensure the security of Confidential Information, including:

• Physical protection of documents and data.
• Encryption of digital data where appropriate.
• Password protection of electronic devices and systems.
• Compliance with Employer’s security policies and procedures.
• Confidentiality notices on documents and electronic communications.

6. Data Protection and Industry Regulations

Employee acknowledges and agrees to comply with all applicable Louisiana data protection laws and industry-specific regulations (if any) concerning the handling of Confidential Information, including but not limited to [Specify relevant regulations, e.g., HIPAA for healthcare, GLBA for finance, etc.].

• Option A: Data Retention and Access Control: Employee shall only retain Confidential Information for as long as necessary to perform assigned duties and comply with employer's data access control protocols for [Specify Data Type].
• Option B: Data Transfer: Data transfers outside of the company network shall be conducted using employer-provided secure channels such as [Specify Tool].

7. Survival of Obligation

Employee’s obligations of confidentiality under this Agreement shall survive the termination of Employee’s employment with Employer.

• Option A: The confidentiality obligations shall continue for a period of [Number] years after termination of employment.
• Option B: With respect to Trade Secrets, as defined by the Louisiana Uniform Trade Secrets Act, the confidentiality obligations shall continue indefinitely for as long as the information qualifies as a trade secret under Louisiana law.

8. Return of Materials

Upon termination of employment or upon written demand by Employer, Employee shall promptly return or certify the destruction of all Confidential Information, including all copies, notes, and derivative works, in Employee’s possession or control.

9. Notification of Breach

Employee shall immediately notify Employer in writing of any actual or suspected breach, unauthorized access, loss, or potential misuse of Confidential Information. Employee shall fully cooperate with Employer in investigating and remedying any such event.

10. Remedies for Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer, and that monetary damages may be inadequate to compensate Employer for such harm. Therefore, in the event of a breach or threatened breach of this Agreement, Employer shall be entitled to:

• Injunctive relief to restrain Employee from further violating this Agreement.
• Recovery of actual damages sustained by Employer as a result of the breach.
• Reimbursement of Employer’s reasonable attorney fees and court costs.
• Contractual penalties, if any, enforceable under Louisiana law.
• Termination of employment for cause.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If the dispute cannot be resolved through negotiation, the parties shall submit to mediation in [City, Louisiana].
• Litigation: If mediation is unsuccessful, the parties may pursue litigation in the state or federal courts located in [Parish, Louisiana]. Employee agrees that the exclusive venue for any disputes shall be in [Parish, Louisiana].
• Option A: Arbitration: Alternatively, the parties may pursue binding arbitration in [City, Louisiana] in accordance with the rules of the American Arbitration Association.
• Governing Law: 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.

12. Whistleblower Protection

Nothing in this Agreement shall be construed to restrict Employee’s rights under the Louisiana Whistleblower Statute or to prevent Employee from reporting suspected violations of law to any governmental agency.

13. Relationship to Other Agreements

This Agreement is in addition to any other agreements between Employer and Employee, including any non-solicitation or non-compete agreements.

• Option A: This agreement does not include or supersede any existing non-compete agreements. Any non-compete agreement must be made separately and narrowly tailored to comply with Louisiana restrictive covenant statutes.
• Option B: The existence of this NDA does not constitute or imply a separate agreement for non-solicitation. A separate, legally compliant non-solicitation agreement must be executed for such restrictions.

14. Review and Adjustment

The terms of this Agreement may be reviewed and adjusted based on Employee’s position-specific duties, access level, and any amended legal or regulatory requirements particular to Louisiana.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

17. Entire Agreement

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.

18. Execution

Employee acknowledges that this Agreement is executed before or at the inception of employment and any subsequent amendments must be in writing and signed by both parties.

19. Acknowledgement

Employee acknowledges that Employee has read and understands this Agreement and has received a copy of any referenced policies or guidelines.

20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) deposit in the United States mail, by registered or certified mail, postage prepaid, return receipt requested; (c) deposit with a nationally recognized overnight courier, with written verification of receipt; or (d) transmission by facsimile or email, with confirmation of receipt.

• Option A: Employer's Notice Address: [Company Address].
• Option B: Employee's Notice Address: [Employee Address].

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Employee Name]

Signature: ____________________________

Date: ____________________________