Louisiana investor nda template

Louisiana Investor Nondisclosure Agreement

This Louisiana Investor Nondisclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Company Name], a [Entity Type, e.g., Louisiana corporation] with its principal place of business at [Disclosing Company Address] (“Discloser”), and
• [Investor Name], a [Entity Type, e.g., limited liability company] with its principal place of business at [Investor Address] (“Recipient”).

RECITALS

Discloser possesses certain confidential and proprietary information that it desires to disclose to Recipient for the sole purpose of evaluating a potential investment in Discloser (the "Purpose").

Recipient desires to receive such Confidential Information (as defined below) for the Purpose, and agrees to protect the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, including, but not limited to:

• Business plans
• Financial statements
• Pitch decks
• Capitalization tables
• Intellectual property disclosures
• Proprietary algorithms
• Source code
• Market analysis
• Customer and user data
• Vendor and supplier arrangements
• Contract terms
• Legal compliance documents
• Product roadmaps
• Technical specifications
• Business strategies
• Oil and gas leases specific to Louisiana
• Mineral rights specific to Louisiana
• Agricultural data specific to Louisiana
• Local regulatory filings related to Louisiana operations
• Information relating to Louisiana state tax incentives

And any and all other information provided by Discloser to Recipient in oral, written, visual, digital, or other formats.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available other than as a result of a disclosure by Recipient in violation of this Agreement.
• Was already in Recipient’s lawful possession prior to disclosure by Discloser, as evidenced by Recipient's written records.
• Is independently developed by Recipient without use of or reference to the Confidential Information.
• Is required to be disclosed by law, regulation, regulatory agency, or judicial order, provided that Recipient gives Discloser prompt written notice of such requirement prior to disclosure (if legally permissible) and cooperates with Discloser, at Discloser’s expense, in seeking a protective order or other appropriate remedy.

3. Obligations of Recipient

Recipient agrees to protect the Confidential Information using at least the same degree of care that Recipient uses to protect its own confidential information of a similar nature, but not less than a reasonable degree of care, in accordance with Louisiana law. Recipient shall:

• Option A: Limit access to the Confidential Information to only those of its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option B: Store and handle the Confidential Information securely, including maintaining appropriate physical and electronic security measures.

4. Use of Confidential Information

Recipient shall use the Confidential Information solely for the Purpose. Recipient shall not use the Confidential Information for any other purpose, including but not limited to:

• Competing with Discloser.
• Reverse engineering Discloser’s products or services.
• Disclosing the Confidential Information to any third party without Discloser’s prior written consent.
• Using the Confidential Information to solicit customers or employees of Discloser.

Recipient shall ensure that its employees, agents, and representatives comply with the terms of this Agreement. Recipient shall obtain a written confidentiality agreement from each such employee, agent, or representative before disclosing any Confidential Information to them.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years, unless earlier terminated as provided herein.

• Option A: Either party may terminate this Agreement upon [Number] days’ written notice to the other party.
• Option B: The confidentiality obligations under this Agreement shall survive any termination or expiration of this Agreement for a period of [Number] years from the date of termination or expiration, except that trade secrets shall be protected in perpetuity, as provided in the Louisiana Uniform Trade Secrets Act (LUTSA) La. R.S. 51:1431 et seq.

6. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon Discloser’s written request, Recipient shall promptly return to Discloser or destroy all tangible and electronic Confidential Information in its possession or control, including all copies thereof. Recipient shall certify in writing to Discloser that it has complied with this Section.

7. Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized access, disclosure, or use of the Confidential Information. Recipient shall cooperate with Discloser in any investigation or legal action relating to such unauthorized access, disclosure, or use. Recipient agrees to comply with Louisiana data breach notification laws (La. R.S. 51:3071 et seq.) if personal data or consumer information is involved.

8. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. In the event of any breach or threatened breach of this Agreement by Recipient, Discloser shall be entitled to:

• Injunctive relief to restrain Recipient from disclosing or using the Confidential Information.
• Recovery of actual damages sustained by Discloser as a result of the breach.
• Punitive damages where permitted under Louisiana law.
• Attorneys’ fees and costs incurred by Discloser in enforcing this Agreement, as allowed by Louisiana contractual norms.

9. No Obligation to Invest

Nothing in this Agreement shall be construed as obligating Discloser to proceed with any investment or other business relationship with Recipient. All disclosures are "as is".

10. Permitted Disclosures to Regulatory Bodies

Recipient may disclose Confidential Information to regulatory bodies, such as the Louisiana Secretary of State or the Department of Economic Development, as required by law, provided that Recipient:

• Provides Discloser with prompt written notice of any such required disclosure, to the extent legally permissible.
• Cooperates with Discloser, at Discloser’s expense, in seeking a protective order or other appropriate remedy.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Civil District Court for the Parish of Orleans, Louisiana, or the United States District Court for the Eastern District of Louisiana.

12. Amendments and Waivers

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

13. Severability

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, consistent with Louisiana statutory requirements.

14. Assignment

Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser, subject to Louisiana law on assignment of contractual rights.

15. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by reputable overnight courier service.

To the addresses set forth in the introductory paragraph of this Agreement, or to such other address as either party may designate in writing to the other party.

16. Electronic Signatures

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. Facsimile or electronically transmitted signatures shall be considered original signatures for all purposes under Louisiana's version of the Uniform Electronic Transactions Act.

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, in accordance with Louisiana civil law contract drafting best practices.

18. No License or Ownership Transfer

No license or conveyance of any ownership rights is granted or implied under this Agreement with respect to the Confidential Information.

19. Oral Disclosures

If Discloser discloses Confidential Information orally, Discloser shall provide Recipient with a written summary of such disclosure within [Number] days after the oral disclosure, in accordance with Louisiana business practices.

20. Representations and Warranties

Recipient represents and warrants that it has the authority to enter into this Agreement and is not subject to any conflicting obligations that would prevent it from complying with the terms hereof and will comply with Louisiana securities and investment regulations in use and disclosure of information.

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

[Disclosing Company Name]

By: [Name]

Title: [Title]

[Investor Name]

By: [Name]

Title: [Title]