Louisiana mutual nda template

Louisiana Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], with a principal place of business at [Disclosing Party Address], hereinafter referred to as “[Disclosing Party Short Name]”, and
• [Receiving Party Name], with a principal place of business at [Receiving Party Address], hereinafter referred to as “[Receiving Party Short Name]”.

Each party may act as both a Discloser and a Recipient under this Agreement.

1. Definition of Confidential Information

“Confidential Information” means any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Business processes
• Pricing structures
• Business strategies
• Client and vendor data
• Financial records
• Trade secrets as defined by the Louisiana Uniform Trade Secrets Act (LUTSA)
• Technical documentation
• Employee information
• Proprietary software code
• Marketing plans
• Product development data

Option A: Specific Items: Confidential Information shall also include the following specific items: [List Specific Items].

Option B: Information disclosed in oral, written, digital, or tangible form.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement by the Receiving Party.
• Was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.
• Is disclosed pursuant to a valid order of a court or other governmental body or any legally required disclosure; provided, however, that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy.
• Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

3. Permitted Use

The Receiving Party may use the Confidential Information solely for the purpose of: [State Purpose].

Option A: Use of the Confidential Information is expressly prohibited for any other purpose, including, but not limited to, resale or unauthorized transfer.

Option B: The Receiving Party may disclose Confidential Information to its employees, agents, or contractors who have a need to know such information for the Permitted Use, provided that such employees, agents, or contractors are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

4. Obligations of Confidentiality

The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Such care shall include, but not be limited to:

• Maintaining physical, technical, and administrative safeguards to prevent unauthorized access to or use of the Confidential Information.
• Implementing separation of duties in storage and access logs.
• Using industry-standard security measures for electronic transmission of Confidential Information.

Option A: Security Requirements: The Receiving Party shall adhere to the following specific security requirements: [List Specific Requirements].

Option B: Louisiana Sector-Specific Standards: The Receiving Party shall comply with all applicable Louisiana sector-specific standards for the protection of Confidential Information, including but not limited to [list relevant standards].

5. Management of Confidential Materials

The Receiving Party shall not copy, reproduce, or otherwise duplicate the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except as necessary for the Permitted Use.

Option A: Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies thereof, or, at the Disclosing Party’s option, destroy all such materials and provide the Disclosing Party with written certification of such destruction.

Option B: Data Erasure: If destruction is elected, the Receiving Party shall securely erase all electronic copies of the Confidential Information in a manner that renders such information unrecoverable, in accordance with industry-standard data erasure practices.

6. Notification of Breach

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected breach of confidentiality, unauthorized disclosure, or loss of Confidential Information.

Option A: Investigation and Cooperation: The Receiving Party shall fully cooperate with the Disclosing Party in investigating any such breach and in implementing any legal remedies or mitigation measures.

7. Term and Termination

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

Option A: Confidentiality Term: The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years, except for trade secrets as defined by LUTSA, which shall be protected for as long as they remain trade secrets under Louisiana law.

Option B: Termination for Cause: Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

8. Remedies

The parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief in the state courts of Louisiana to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

Option A: Damages: In the event of a breach of this Agreement, the Disclosing Party shall be entitled to recover from the Receiving Party all damages, including but not limited to compensatory damages, reasonable attorneys’ fees, and costs, incurred as a result of such breach.

Option B: Liquidated Damages: The Parties agree that in the event of breach [Describe breach event], the Receiving party will pay [Amount] as liquidated damages, representing a fair estimate of damages suffered, and not a penalty, provided such liquidated damages are reasonable and do not contravene Louisiana public policy.

9. Miscellaneous

No Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

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.

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.

Venue and Jurisdiction: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [Parish Name] Parish, Louisiana, and the parties hereby consent to the jurisdiction of such courts.

Compliance with Louisiana Law: This agreement is intended to comply with all applicable Louisiana statutes, including the Louisiana Uniform Trade Secrets Act, Louisiana Revised Statutes on obligations and contracts.

No Partnership: Nothing contained in this Agreement shall be construed to create any employment, partnership, agency, or joint venture relationship between the parties.

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Amendment: This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Notarization (Optional):

State of Louisiana, Parish of [Parish]

On this [Date], before me, the undersigned notary public, personally appeared [Disclosing Party Name], and [Receiving Party Name], personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument.

Witness my hand and official seal.

[Notary Public Signature]

[Notary Public Printed Name]

[Notary Public Commission Number]