Make a Louisiana Non-Disclosure Agreement

Louisiana State Laws

Non-disclosure agreements are governed by Louisiana’s Uniform Trade Secrets Act, LA Rev Stat § 51:1431 .

Recent rulings have held that information that an employee or independent contractor can recall from memory is not considered to be a trade secret or confidential information for a business. Because of this, a business must do everything it can to protect its processes and procedures. In addition to using an NDA, a business should use a Louisiana non-compete agreement to provide an extra level of protection.

Definition of “Trade Secrets”

According to Louisiana’s Uniform Trade Secrets Act , something is considered a “trade secret” (which means it may be eligible for protection with an NDA) if it is information such as a formula, pattern, compilation, program, device, method, technique, or process that has its own potential or actual monetary value. It may not be information that is generally available to the public or something easy for another business to figure out. A business must also take reasonable steps to make sure that the information being held out as a trade secret is actually kept secret.

How to Write a Louisiana Non-Disclosure Agreement

To write a basic Louisiana non-disclosure agreement, you should first read Louisiana's Uniform Trade Secrets Act. Although this can help you better understand the parameters of an NDA, it is no substitute for legal advice from a qualified law firm. A qualified law firm can help ensure that your agreement protects your trade secrets and has the best possible chance of protecting you in court.

Do keep in mind that an NDA does not cover any information that can be memorized.

You can save your template in Microsoft Word (.doc.x) for easy editing.

• The first paragraph identifies the parties. The business with the trade secrets to protect is t he Disclosing Party. The employee, independent contractor, or other third-party is the Receiving Party. Next, the scope of the document is set: to prevent the misappropriation of trade secrets. There is generally an effective date for the agreement placed in this paragraph as well.
• Definition of trade secret according to state law. The Louisiana Uniform Trade Secrets Act defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential monetary value. This information cannot be general knowledge or easy for another business to determine on their own. This information must be protected by the disclosing party by reasonable methods.
• Exceptions to what is considered confidential information. For example, information that was considered a trade secret that was given to the public through no fault of the receiving party, something discovered or created by the receiving party before it was provided to the disclosing party, something learned by the receiving party by legitimate means other than by the disclosing party or the disclosing party's agents, or something shared by the receiving party with the written consent of the disclosing party.
• The obligations of the receiving party. Examples include keeping the information received in the strictest of confidence, being careful to restrict access to only those who have written permission from the disclosing party, and not using the trade secret information to benefit the receiving party without written permission from the disclosing party.
• Relationship clause. Some Louisiana NDAs benefit from a relationship clause. A relationship clause states that nothing in the NDA makes either party a partner, employee, or joint venturer of the other for any reason.
• Jurisdiction clause. This clause states that Louisiana revised statutes will be used to interpret the agreement and also be used to govern the agreement should a dispute arise.
• Severability clause. This clause states that if a Louisiana court finds that part of the NDA is invalid, the remainder of the agreement shall remain enforced.
• Integration clause. This clause states that the NDA expresses the complete understanding of the parties regarding the subject matter and supersedes all previous proposals, agreements, representations, and understandings. It should also state that the NDA may not be amended except in writing and only if the amendment is signed by the parties.
• Waiver clause. A waiver clause states that a party's failure to exercise any rights from the NDA does not waive prior or subsequent rights.

At the end of the agreement, there should be space for the parties to sign and print their name, list their titles according to the agreement (Disclosing Party and Receiving Party), and to date the document. Each party should receive a copy of the finalized document for their records.