Louisiana nda template

Louisiana Non-Disclosure Agreement

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

• [Disclosing Party Name], residing at [Disclosing Party Address] (hereinafter referred to as "Disclosing Party");
• [Receiving Party Name], residing at [Receiving Party Address] (hereinafter referred to as "Receiving Party").

The Disclosing Party and the Receiving Party are each referred to herein as a "Party" and collectively as the "Parties."

Purpose of Agreement

This Agreement governs the disclosure of Confidential Information (as defined below) by the Disclosing Party to the Receiving Party.

• Option A: This Agreement is a mutual non-disclosure agreement.
• Option B: This Agreement is a one-way non-disclosure agreement, where only the Disclosing Party is disclosing Confidential Information.

Definition of Confidential Information

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

• Technical information, including:
  • Trade secrets
  • Inventions (whether patentable or not)
  • Designs
  • Formulas
  • Data
  • Software
  • Specifications
  • Processes
• Business information, including:
  • Customer lists
  • Pricing information
  • Marketing plans
  • Financial information
  • Business strategies
• Option A: All information disclosed under this agreement shall be considered confidential whether or not it is marked.
• Option B: Only information disclosed in writing and clearly marked as "Confidential" shall be considered Confidential Information.

Obligations of Receiving Party

The Receiving Party agrees to:

• Protect the Confidential Information from unauthorized disclosure.
• Use the Confidential Information only for the purpose of [Purpose of Disclosure].
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Protect the Confidential Information 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.

Permissible Disclosure Exceptions

The obligations of confidentiality shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already 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 Confidential Information.
• Is lawfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by law or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such required disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Permissible Methods of Disclosure and Copying

• Option A: No copies or reproductions of Confidential Information shall be made without prior written consent of the Disclosing Party.
• Option B: The Receiving Party may make copies of Confidential Information as reasonably necessary for the Purpose, provided that all such copies are marked with the same confidentiality markings as the original.
• Permissible Method: Confidential information may be disclosed orally, in writing, or electronically.

Return or Destruction of Confidential Information

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, notes, and other materials derived therefrom;
• Option A: or, at the Disclosing Party's option, destroy all such tangible embodiments and provide the Disclosing Party with written certification of such destruction.
• Option B: Retain one archival copy of the confidential information for legal compliance purposes.

Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue for a period of:

• Option A: [Number] years from the date of this Agreement.
• Option B: Indefinitely for information constituting a "trade secret" under Louisiana law.
• Option C: [Number] years from the date of disclosure of the specific Confidential Information.

Remedies for Breach

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief to restrain the Receiving Party from disclosing or using the Confidential Information.
• Equitable remedies, including specific performance.
• Actual damages sustained by the Disclosing Party as a result of the breach.
• Option A: Liquidated damages in the amount of [Dollar Amount].
• Option B: The Disclosing party shall not be able to receive liquidated damages.
• Reasonable attorney's fees and costs incurred in enforcing this Agreement.

Notification of Compelled Disclosure or Breach

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Confidential Information, or upon receiving any request or order to disclose the Confidential Information by a court or governmental agency. The Receiving Party shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

Treatment of Copies, Notes, and Derivative Works

All copies, notes, and derivative works of the Confidential Information shall be treated as Confidential Information and subject to the terms of this Agreement. Upon termination or expiration of this Agreement, the Receiving Party shall comply with the provisions outlined in the "Return or Destruction of Confidential Information" section above.

Integration/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.

• Option A: This agreement supersedes all prior agreements.
• Option B: This agreement does not supersede the following prior agreement: [Name of Prior Agreement].

Amendment and Waiver

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

• Option A: The amendment or waiver must be notarized to be effective.
• Option B: Email correspondence is acceptable for amendments or waivers.

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.

• Option A: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [City, Parish], Louisiana.
• Option B: Any legal action or proceeding arising under this Agreement shall be brought in the jurisdiction where the Defendant is located.

Dispute Resolution

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

• Option A: Mediation – The Parties shall first attempt to resolve the dispute through mediation in [City, Parish], Louisiana.
• Option B: Arbitration – Any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association in [City, Parish], Louisiana.
• Option C: Court Litigation – The Parties may pursue court litigation without first attempting mediation or arbitration.

No Rights, Licenses, or Ownership

No rights, licenses, or ownership in the Confidential Information are granted to the Receiving Party under this Agreement, except as expressly stated herein. The Disclosing Party retains all right, title, and interest in and to the Confidential Information.

Assignability

• Option A: This Agreement may not be assigned by either Party without the prior written consent of the other Party.
• Option B: This Agreement may be assigned by the Disclosing Party.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:

• Personal delivery;
• Mailed by certified or registered mail, return receipt requested;
• Sent by reputable overnight courier, to the following addresses:
  • If to the Disclosing Party: [Disclosing Party Name] [Disclosing Party Address]
  • If to the Receiving Party: [Receiving Party Name] [Receiving Party Address]

No Relationship

Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between the Parties.

• Option A: This clause is included.
• Option B: This clause is not included.

Louisiana Civil Code Compliance

The Parties acknowledge that this Agreement is intended to comply with the requirements of the Louisiana Civil Code, including but not limited to Articles concerning obligations, contracts, and confidentiality. The scope, necessity, duration, and territorial limitations of this Agreement are deemed reasonable and necessary to protect the Disclosing Party's legitimate business interests.

Severability and Reformation

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. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect. The provisions of this contract shall be interpreted under the concept of "blue penciling", and modified to be the most narrow interpretation possible that is legally enforceable.

Notarization/Witnessing

• Option A: This Agreement shall be notarized by a Louisiana notary public.
• Option B: This Agreement shall be witnessed by two disinterested witnesses.

Louisiana Uniform Trade Secrets Act

This Agreement is intended to comply with the Louisiana Uniform Trade Secrets Act (LUTSA), La. R.S. 51:1431 et seq.

Signatures

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

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title]

Date: [Date]

[Receiving Party Name]

By: [Name of Authorized Representative]

Title: [Title]

Date: [Date]