Louisiana partnership nda template

Louisiana Partnership Non-Disclosure Agreement

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

• [Partner One Full Legal Name], a [Entity Type, e.g., individual, partnership, LLC] with a mailing address at [Partner One Mailing Address], hereinafter referred to as "Disclosing Party,"

and

• [Partner Two Full Legal Name], a [Entity Type, e.g., individual, partnership, LLC] with a mailing address at [Partner Two Mailing Address], hereinafter referred to as "Receiving Party."

(Collectively, the "Parties").

WHEREAS, the Parties are engaged in discussions regarding a potential partnership under Louisiana Civil Code Articles 2801 et seq.; and

WHEREAS, in connection with these discussions, Disclosing Party may disclose to Receiving Party certain confidential and proprietary information that Disclosing Party desires to be kept confidential;

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

Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party's business, including, but not limited to: proprietary business methods, partnership finances, marketing strategies, internal records, client and vendor lists, pricing models, investment plans, unique processes, intellectual property, technical data, business proposals, and any documents, data, oral discussions, or electronic transmissions exchanged in furtherance of the partnership's business under Louisiana law.
• Option B: "Confidential Information" means all non-public information related to the business of the partnership, past, present and future, whether tangible or intangible. This includes but is not limited to [Specific Category 1], [Specific Category 2], and [Specific Category 3].

Exclusions from Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes publicly available through no fault of Receiving Party;
  • was already in the possession of Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records;
  • is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party;
  • is rightfully received by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party; or
  • is required to be disclosed by law, subpoena, or court order, provided that Receiving Party shall provide Disclosing Party with prompt written notice of such requirement prior to disclosure, to the extent legally permissible, to allow Disclosing Party to seek a protective order or other appropriate remedy.
• Option B: Exclusions will not include any combined information that is only known because it was disclosed.

Permitted Use

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of evaluating and potentially engaging in the contemplated partnership with Disclosing Party. Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal benefit, outside ventures, or disclosure to outside entities, in adherence to Louisiana’s duty of loyalty and fiduciary duty standards applicable to partners.
• Option B: Confidential Information may only be used for the specific transactions described as [Transaction Description].

Security Measures

• Option A: Receiving Party shall protect the Confidential Information from unauthorized disclosure or use by employing commercially reasonable security measures, including, but not limited to, digital and physical safeguards consistent with local legal and industry standards. Receiving Party shall not disclose the Confidential Information to any subcontractors or affiliates unless such subcontractors or affiliates are bound by written confidentiality agreements enforceable under Louisiana law with terms substantially similar to those contained herein.
• Option B: Receiving Party must also use [Specific Security Measure 1] and [Specific Security Measure 2] to protect the information.

Duration

• Option A: This Agreement shall remain in effect for a period of [Number] years from the Effective Date and shall survive the dissolution, withdrawal, or termination of any partnership between the Parties. The obligations of confidentiality shall continue for [Number] years after termination of this Agreement, with permanent protection for trade secrets per Louisiana Uniform Trade Secrets Act La. R.S. 51:1431 et seq.
• Option B: This Agreement shall continue until terminated by either party with [Number] days written notice.

Return or Destruction of Confidential Information

• Option A: Upon the termination of this Agreement or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof, or, at Disclosing Party's option, certify in writing to Disclosing Party that all such Confidential Information has been destroyed.
• Option B: Receiving Party is allowed to retain one copy of the Confidential Information for archival purposes only.

Notice of Breach

• Option A: Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any actual or suspected breach of this Agreement, inadvertent disclosure of Confidential Information, or request for compelled production of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating any such breach and mitigating its effects.
• Option B: Notification must be made within [Number] hours of discovering the breach.

Remedies

• Option A: In the event of a breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to injunctive relief, actual and consequential damages calculable under Louisiana law, and reasonable attorneys' fees and costs. Disclosing Party shall also be entitled to specific performance of this Agreement. Options for liquidated damages are available where enforceable. This references the partnership’s fiduciary liability under Louisiana Code.
• Option B: Liquidated damages will be set at [Dollar Amount] per incident.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the Parties. If the dispute cannot be resolved through negotiation, the Parties shall first attempt to resolve the dispute through mediation in [City, Louisiana]. If mediation is unsuccessful, the dispute shall be resolved by [Binding Arbitration OR Litigation in the state courts of Louisiana in the parish of [Parish Name]]. 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.
• Option B: Both parties agree to submit to arbitration through the American Arbitration Association.

Notices and Amendments

• Option A: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above. This Agreement may be amended only by a written instrument signed by both Parties.
• Option B: Electronic mail will be considered sufficient for routine notices.

Enforceability

This Agreement shall be enforceable under the laws of Louisiana, with due regard to its unique civil code tradition. This Agreement satisfies requirements for contract formation (consent, capacity, cause, lawful object) per Louisiana Civil Code Articles 1927 et seq.

Authority

Each signatory represents and warrants that he or she has the requisite authority under the Louisiana partnership or entity agreement to execute this Agreement.

Compliance with Laws

The Parties agree to comply with all applicable Louisiana and federal data protection and privacy statutes.

Right to Counsel

Nothing in this Agreement shall be construed to limit a partner's right to seek independent legal advice. This Agreement does not infer a non-compete, absent clear and reasonable restrictions compliant with Louisiana Revised Statutes Title 23.

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.

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

_______________________________
[Partner One Full Legal Name]

_______________________________
[Partner Two Full Legal Name]