Louisiana independent contractor nda template

Louisiana Independent Contractor Non-Disclosure Agreement (NDA)

This Louisiana Independent Contractor Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

[Company Name], a [Business Form, e.g., Louisiana Limited Liability Company] with its principal place of business at [Company Address] ("Company"),

and

[Contractor Name], residing at [Contractor Address] ("Contractor").

1. Relationship of Parties

The parties acknowledge that the Contractor is engaged as an independent contractor and not as an employee of the Company.

This Agreement shall not be construed to create any partnership, joint venture, or agency relationship between the parties.

This relationship complies with Louisiana Revised Statutes regarding distinguishing contractors from employees to avoid misclassification.

Contractor acknowledges that they have been advised to consult with independent legal and tax counsel.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Company to the Contractor, whether orally, in writing, electronically, visually, or in any other form, that relates to the Company’s business, including, but not limited to:

• Business processes
• Proprietary technology
• Inventions (whether patentable or not)
• Trade secrets
• Supplier and customer information
• Pricing
• Marketing strategies
• Business plans
• Product specifications
• Operational methods
• Financial data
• Third-party data
• Information acquired through access to Company premises or systems.

All information shall be considered confidential regardless of whether it is specifically marked as such.

3. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to information that:

• Is or becomes publicly available other than as a result of a disclosure by the Contractor in violation of this Agreement.
• Was already lawfully known to the Contractor prior to its disclosure by the Company.
• Is independently developed by the Contractor without use of the Company's Confidential Information.
• Is rightfully received by the Contractor from a third party without any obligation of confidentiality.
• Is required to be disclosed by court order, subpoena, or applicable Louisiana state or federal law or regulation.
  • The Contractor shall provide prompt written notice to the Company prior to making any such disclosure, and shall only disclose the minimum information necessary to comply with the legal requirement.

4. Purpose of Disclosure

The Contractor acknowledges that the Confidential Information is being disclosed solely for the purpose of the Contractor’s performance of the services described in [Reference to SOW/Service Agreement] (the "Purpose").

The Contractor shall not use the Confidential Information for any purpose other than the Purpose, including but not limited to personal gain or outside engagements, without the Company’s prior written consent.

5. Non-Disclosure Obligations

The Contractor agrees to protect the Confidential Information with at least the same degree of care that the Contractor uses to protect its own confidential information of a similar nature, but no less than reasonable care.

• The Contractor shall implement and maintain appropriate physical, electronic, and administrative safeguards to prevent unauthorized access, use, or disclosure of the Confidential Information.
• The Contractor shall not reverse engineer, decompile, or disassemble any of the Company’s materials or technology, except as required by law.

The Contractor shall not disclose the Confidential Information to any third party, affiliate, employee, or subcontractor without the Company’s express prior written consent.

• Any approved subcontractors must sign equivalent NDAs and be fully bound by the terms of this Agreement.

6. Term of Confidentiality

This Agreement shall commence on [Start Date] and continue for the duration of the Contractor’s engagement with the Company.

The Contractor’s obligation to protect the Confidential Information shall continue for a period of [Number] ([Years/Indefinitely]) years after the termination or expiration of this Agreement.

• For information qualifying as trade secrets under the Louisiana Uniform Trade Secrets Act (Louisiana UTSA, R.S. 51:1431 et seq.), the obligation to protect the confidentiality of such information shall continue for as long as such information qualifies as a trade secret under Louisiana law.

7. Return of Confidential Information

Upon the Company’s request or upon termination or expiration of this Agreement, the Contractor shall promptly return to the Company all tangible and intangible Confidential Information, including all copies and reproductions thereof.

If requested by the Company, the Contractor shall also securely delete or destroy all electronic and hard copy Confidential Information and provide the Company with written certification of such destruction.

• Option A: Secure deletion shall be accomplished by [Specific Method of secure deletion].
• Option B: Hard copy destruction shall be accomplished by [Specific Method of hard copy destruction].

8. Notice of Unauthorized Disclosure

The Contractor shall promptly notify the Company of any actual, threatened, or suspected unauthorized disclosure, loss, or breach of the Confidential Information.

The Contractor shall cooperate fully with the Company in all reasonable investigations, notifications, and remediation efforts.

The Contractor shall comply with the Louisiana Database Security Breach Notification Law, R.S. 51:3071 et seq. if personal information is compromised.

9. Remedies for Breach

The Contractor acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate.

The Company shall be entitled to:

• Actual damages
• Liquidated damages in the amount of [Dollar Amount] (if appropriate and not considered a penalty under Louisiana law).
• Injunctive relief
• Immediate restraining order
• Indemnification by the Contractor for all costs, losses, and reasonable attorneys’ fees resulting from the breach
• Any other equitable remedies available under Louisiana law.

10. Dispute Resolution

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

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If the negotiation is unsuccessful, the parties shall submit the dispute to [Mediation/Arbitration] administered by [Name of Local Mediation/Arbitration Service, if applicable] in accordance with its rules.

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.

The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [Specific Louisiana Parish].

11. Louisiana Law Compliance

This Agreement is intended to comply with the Louisiana Uniform Trade Secrets Act (R.S. 51:1431 et seq.), Louisiana contract law, and other applicable Louisiana laws.

Nothing in this Agreement shall be construed as an illegal or overly broad non-compete or non-solicitation restriction in violation of R.S. 23:921.

The parties acknowledge mutual consent, lawful cause, and a meeting of the minds as required by the Louisiana Civil Code.

12. Intellectual Property

The Contractor acknowledges that nothing in this Agreement shall be construed as granting the Contractor any ownership or license rights in or to the Company’s intellectual property.

All inventions, deliverables, and work product created by the Contractor within the scope of the services shall be the sole and exclusive property of the Company to the extent permitted by law.

• This may be further defined in a separate work-for-hire or assignment agreement.

13. Modification and Waiver

No modification, waiver, or amendment of this Agreement shall be effective unless made in writing and signed by both parties, pursuant to the Louisiana Civil Code.

14. 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.

15. Electronic Execution

This Agreement may be executed electronically or by counterpart signature under Louisiana law.

16. Additional Compliance Obligations

[Insert any industry-specific compliance obligations (e.g., HIPAA for healthcare, FERPA for education) here]. The contractor acknowledges receipt of all referenced compliance policies and procedures.

17. Severability

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

18. No Assignment

The Contractor shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the Company’s prior written consent.

19. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and is not intended to confer any rights or remedies upon any third party.

20. Independent Legal Counsel

Each party acknowledges that it has had the opportunity to obtain independent legal counsel regarding the terms and conditions of this Agreement.

21. Acknowledgement

The Contractor acknowledges receipt of and agreement to abide by all referenced Company policies, procedures, and security protocols.

22. Effective Date and Special Provisions

This Agreement shall be effective as of the date first written above.

• [Insert any other special provisions unique to the role or scope of services (e.g., special handling or storage requirements, onsite access, local industry best practices in Louisiana)]

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]

[Contractor Name]

Signature: [Contractor Signature]