Louisiana NDA Template
Last Updated:
A Louisiana NDA, or “nondisclosure agreement,” is a bit like a secret-keeper in the world of legal contracts. It's a pact between two or more parties, a golden rule that certain information must be kept under wraps. Startups and businesses use these NDAs as safety nets, to ensure that people like employees or potential partners don't spill any confidential beans. With an NDA, key ingredients of your business – think trade secrets, your company's strategic plan, even your client contact list – stay safely sheltered, away from public eyes or those of your competitors. Consider it a smart step towards protecting the assets that make your business unique.
Trade Secret Definition in Louisiana
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(a) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and
(b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Louisiana Uniform Trade Secrets Act La. R.S. § 51:1431(4))
Thank you for downloading!
How would you rate your free form?
Read on to learn more about Louisiana NDAs, including:
What's included in a Louisiana NDA?
Here are some key components that are typically included in a Louisiana Nondisclosure Agreement:
-
Disclosing and Receiving Party
-
Definition of Confidential Information
-
NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
An NDA focuses on two main actors: the 'disclosing party' and the 'receiving party'. The disclosing party is the one who shares the confidential knowledge, while the receiving party is the individual or entity who receives it. This structure applies most commonly in unilateral NDAs. In a mutual NDA, however, both parties play a dual role as disclosers and receivers of confidential information. When you're taking one of these roles as an individual rather than an organization, simply put down your name.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
One of the key elements of an NDA is defining what specifics you're classifying as "confidential". Think about this: let's say an employer passes the statement, "Everything I share with you over the next two years is confidential." Fast forward a year, and one day he mentions his prediction of tomorrow's weather. You casually share his forecast with a friend, and the employer learns of it. Have you violated the NDA? Clearly not! A clause that's overwhelmingly broad would likely not be enforced.
Conversely, squeezing your definition too tight could lead to inadvertent disclosure of key details to a receiver who could then spread it without constraint. While most businesses opt for a contained definition similar to our sample text, check our more extensive guide on formulating a comprehensive confidential definition if you need a little extra help.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
One thing that stands out in our template and indeed in all NDAs is the requirement to express the "purpose" behind your agreement. Reasons can range from "creating a prototype product for the disclosing party", to "assessing the potential business liaison between both sides." This is a vital part, as it sets out how and why the receiver can utilize the disclosed data.
Take a scenario where you're aiming to hire a developer for your website. You share your business strategies intending to enable him/her to make a befitting website. Consequently, you'd want the purpose to be confined to a "development of…." related to specific components of the website on the horizon. Absence of such limited purpose could allow your developer to launch a rival business using your confidential details.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The manner in which confidential information is utilized directly compliments the purpose behind entering into an NDA. This means that the confidential information is to be used solely for the agreed purpose. Now imagine if one party decides to use the information to take advantage of the company. This segment ensures all sensitive dialogues are kept under wraps, thereby safeguarding both parties against any potential outside harm.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
When you're sharing your details with the "Recipient", what if the Recipient is a corporation or the Recipient requires a lawyer's advice on the matter? The "Limited Access" part of your NDA handles such issues. For the most part, the template language should suffice. However, it’s wise to ponder about who needs access to the shared confidential information and limit it accordingly. Always ensure anyone else that the recipient discloses the information to also signs an NDA to honor the same conditions.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
The exclusions section of your NDA details what isn't protected by the agreement. Having specific and reasonable exclusions can make the difference in a court enforcing your NDA. The major point to moderate is 4(a)(1), but only consider modifying this if you’ve shared confidential data with the recipient prior to drawing up the NDA. Typically, the standard exclusions included should work in most circumstances.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This provision sets out the duration of your NDA, indicating the period of time for which your agreement remains effective. This could be designed to oversee one particular transaction which lasts a few days, or you might need it to be inexhaustible. The term should align with the expected length of the relationship or even longer, especially as long as the information remains a trade secret.
It's crucial to stipulate that the confidentiality of the trade secret should continue even after the business relationship has concluded. If you’re uncertain about the duration, remember that the average period ranges from one to five years but the key consideration is that it needs to cover the time you need the information to stay secret.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
If you’ve shared confidential information prior to finalizing the NDA, don’t panic! We’ve got you covered. The template can be modified in specific areas to accommodate this. Here's what you need to do.
How do I protect my trade secret?
The use of NDAs is primarily to safeguard your proprietary information. But remember, confidentiality in isolation doesn't hold much value – it features prominently in the equation of safeguarding trade secrets. The information you aim to protect must qualify as a trade secret to bring value. If you're unsure about what constitutes a trade secret, or how to go about safeguarding one effectively, take a look at our comprehensive guide on this topic.