Louisiana supplier nda template

Louisiana Supplier Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Discloser”),
• and
• [Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Receiving Party Address] (“Recipient”).

The Discloser and Recipient are each individually referred to herein as a “Party” and collectively as the “Parties.”

Contract Reference Number: [Reference Number]

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Discloser to Recipient, 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 disclosure. Confidential Information includes, but is not limited to:

• Technical Data:
  • Option A: All technical specifications, designs, formulas, processes, procedures, and know-how related to Discloser's products or services.
  • Option B: Specifically includes CAD drawings, engineering reports, and software code related to [Specific Product/Service].
• Manufacturing Processes:
  • Option A: Details concerning Discloser’s manufacturing methods, equipment, and quality control procedures.
  • Option B: Details of raw material sourcing and supply chain management.
• Raw Material Sources:
  • Option A: List of Discloser's suppliers and the specific terms of Discloser's agreements with those suppliers.
  • Option B: Sourcing strategy for key components for [Specific Product].
• Procurement Methods:
  • Option A: Processes for obtaining goods and services, including bidding procedures and vendor selection criteria.
  • Option B: Documentation related to the negotiation of contracts.
• Cost Information:
  • Option A: Data relating to Discloser’s production costs, overhead, and profit margins.
  • Option B: Cost breakdowns for specific components or services.
• Pricing Formulas:
  • Option A: Methodologies used to determine pricing for Discloser’s products or services.
  • Option B: Details of any discounts, rebates, or other pricing incentives.
• Inventory Data:
  • Option A: Information regarding the quantity, location, and valuation of Discloser's inventory.
  • Option B: Records of inventory turnover and obsolescence.
• Commercial and Industrial Plans:
  • Option A: Discloser’s strategies for marketing, sales, and product development.
  • Option B: Business development plans, including strategies to expand into new markets.
• Quality Control Documentation:
  • Option A: Records of Discloser's quality control testing, inspections, and certifications.
  • Option B: Documentation related to compliance with industry standards.
• Order and Supply Chain Records:
  • Option A: Details regarding Discloser's customer orders, shipping schedules, and delivery confirmations.
  • Option B: Records of Discloser's supply chain performance, including on-time delivery rates and defect rates.
• Customer and End-User Information:
  • Option A: Names, contact information, and purchasing habits of Discloser's customers.
  • Option B: Data related to customer feedback and satisfaction.
• Supplier or Subcontractor Lists:
  • Option A: Identities and contact information of Discloser's suppliers and subcontractors.
  • Option B: Terms of Discloser’s agreements with those parties.
• Proprietary Designs:
  • Option A: Original designs, drawings, and specifications for Discloser’s products or services.
  • Option B: Blueprints, schematics, and models.
• Product Specifications:
  • Option A: Detailed descriptions of Discloser's products, including performance characteristics and features.
  • Option B: Standards and tolerances for manufacturing.
• Prototypes:
  • Option A: Physical or virtual models of Discloser's products, intended for testing or demonstration.
  • Option B: Unreleased versions of software.
• Methods of Operation:
  • Option A: Discloser’s specific procedures for conducting business, including internal workflows and organizational structures.
  • Option B: Unique business processes.
• Proprietary Business Practices:
  • Option A: Discloser’s unique methods of managing its business.
  • Option B: Trade secrets related to business operations.
• All associated business, financial, or technical data obtained in written, oral, visual, or electronic form in the course of supplier dealings.

2. Exclusions from Confidentiality

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

• Is or becomes generally available to the public other than as a result of a disclosure by Recipient or its representatives in violation of this Agreement.
• Was lawfully known to Recipient without restriction prior to its disclosure by Discloser, as evidenced by Recipient’s written records.
• Is lawfully disclosed to Recipient by a third party without restriction on disclosure.
• Is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information, as evidenced by Recipient’s written records.
• Is required to be disclosed by law, court order, or a bona fide regulatory inquiry, provided that Recipient gives Discloser prompt written notice (to the extent legally permissible) of such requirement prior to disclosure and reasonably cooperates with Discloser in seeking a protective order or other appropriate remedy.
  • Option A: Notification shall be via [Method of Notice] to [Contact Person].
  • Option B: Recipient shall use best efforts to minimize the scope of the disclosure.

3. Permitted Use of Confidential Information

• Recipient agrees to use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating a potential business relationship with Discloser; fulfilling its obligations as a supplier to Discloser].
• Recipient shall not use the Confidential Information for any other purpose, including, without limitation, reverse engineering, duplication, or disclosure to any third party (including affiliates, subcontractors, and consultants) without the express prior written consent of Discloser.
  • Option A: Consent may be granted or withheld at Discloser’s sole discretion.
  • Option B: Any authorized disclosure to third parties shall be subject to a written confidentiality agreement with terms no less restrictive than those contained herein.

4. Security Obligations

• Recipient shall protect the Confidential Information using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Such measures shall include, but not be limited to:
  • Implementing reasonable administrative, physical, and technical safeguards in accordance with Louisiana Revised Statutes.
  • Controlling access to the Confidential Information to only those employees, agents, or contractors who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those contained herein.
  • Using secure transmission protocols (e.g., encryption) when transmitting the Confidential Information electronically.
  • Securely destroying or returning all copies of the Confidential Information to Discloser upon the Discloser's written request or upon termination of this Agreement.
    • Option A: Return shall occur within [Number] days of request.
    • Option B: Destruction shall be certified in writing.

5. Confidentiality Period

• The confidentiality obligations under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years after the termination of the supplier relationship, or until the Confidential Information becomes public knowledge through no fault of the Recipient.
• Notwithstanding the foregoing, trade secrets, as defined by the Louisiana Uniform Trade Secrets Act (LUTSA), shall be protected in perpetuity, or for as long as such information remains a trade secret under Louisiana law.

6. Notice of Unauthorized Disclosure

• Recipient shall promptly notify Discloser in writing upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement.
• Recipient shall cooperate fully with Discloser in any investigation or legal action undertaken by Discloser to prevent further unauthorized use or disclosure, as required by Louisiana law.

7. Remedies for Breach

• Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be inadequate.
• Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity, including, but not limited to, actual damages, liquidated damages (if any), and reasonable attorneys' fees and costs.
• Damages are subject to Louisiana statutes regarding remedies for breach of contract.

8. Dispute Resolution

• The Parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If negotiation fails, the Parties may attempt to resolve the dispute through mediation.
• If mediation fails, the Parties may pursue arbitration or litigation.
• 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 venue for any legal action arising out of or relating to this Agreement shall be in the state courts located in [Parish Name] Parish, Louisiana.

9. 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.

10. Amendment

• This Agreement may be amended only by a written instrument signed by both Parties.

11. Non-Waiver; Cumulative Remedies

• No failure or delay by Discloser in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
• The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

12. Assignment

• Recipient shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.

13. Consent and Capacity

• Each Party represents and warrants that it has the legal capacity to enter into this Agreement and that the person signing on its behalf is duly authorized to do so.
  • Option A: Agreement shall be notarized.
  • Option B: Agreement shall be witnessed by two individuals.

14. Confidential Information Managed by Affiliates/Subcontractors

• Recipient shall ensure that any of its affiliates or subcontractors who receive access to the Confidential Information are bound by confidentiality obligations equivalent to those contained in this Agreement.

15. Compliance with Louisiana Regulations

• Recipient acknowledges that it is familiar with and will comply with all applicable Louisiana state and local regulations governing the handling of sensitive business information, including, but not limited to, [List Relevant Regulations, e.g., Louisiana Database Security Breach Notification Law].

16. Records Retention

• Recipient shall retain records relating to its use and handling of the Confidential Information in accordance with Louisiana commercial record-keeping requirements.

17. Notice of Legal Investigations

• Recipient shall promptly notify Discloser of any legal or regulatory investigations involving the Confidential Information.

18. Language

• This Agreement is written in the English language. If any Party requires a translation, that Party shall be responsible for obtaining and paying for the translation. The English language version shall control in the event of any conflict between versions.

19. Louisiana Civil Law

• This Agreement is intended to comply with all mandatory provisions of Louisiana civil law relating to contract validity, good faith, and public order.

20. No Partnership, Agency, or Employment

• This Agreement is solely for business purposes and does not create any partnership, agency, or employment relationship between the Parties.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]