Louisiana Non-Disclosure Agreement

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Designed for restricting an individual or party from sharing confidential information, the Louisiana Non-Disclosure Agreement (NDA), otherwise known as a “Confidentiality Agreement” protects anything deemed valuable or classified by the holder of the secret(s). While many people consider an NDA to be a corporate legal document, there are a variety of contexts outside the business world where it can be utilized. For instance, in addition to being used to protect business plans and secret recipes, it can be used to prevent a medical patient’s sensitive information from becoming public knowledge.

Trade Secret Law

Louisiana’s Uniform Trade Secrets Act (§§ 51:1431 through § 51:1439 – scroll to half-way) was added in 1981 and designed to mirror the general Uniform Trade Secrets Act. This Act was enacted for adoption by the majority of states in an effort to make the states’ trade secret laws very similar to each other, for the purpose of easing businesses that operated in more than one state. The following is a breakdown of each section of the Act:

  • § 51:1431: “Definitions” – Covers the definitions of commonly used terms throughout the sections
  • § 51:1432: “Injunctive” – When compensation from damages can be received. A complainant (that won) will typically receive either compensation from damages and/or an injunction from the court
  • § 51:1434: “Attorney’s Fees” – Situations which garner having the winning party’s attorney’s fees paid for
  • § 51:1435: “Preservation of secrecy” – Says what the court will do to preserve the secrecy
  • § 51:1436: “Prescriptive period” – The timeframe for bringing a case of misappropriation (also called the statute of limitations)
  • § 51:1437: “Effect on other law” – How the act affects other laws
  • § 51:1438: “Uniformity of application and construction” – Says the chapter is meant to be similar to other states adoption of the act
  • § 51:1439: “Short title” – How to cite the law

How to Write

Step 1 – Before downloading the contract, have both parties go over the document. If either one of the parties does not agree on a condition or would like condition(s) added, take the time to do this now. To make revisions, the Microsoft Word version is relatively easier to work around, although edits can be made to the PDF version if needed. So long as both parties agree to the legal arrangement they will be entering into, the next step can be completed.

Step 2 – Download the NDA in one of two (2) formats, Adobe PDF or Microsoft Word.

Step 3 – Starting at the top of the document, begin by entering the current Date. Next, have both the entity disclosing the trade secret(s), called the “Disclosing Party,” and the entity learning the secret(s), called the “Receiving Party,” write their Full Names (or company names) and their corresponding Addresses.

 

Step 4 – Although already completed in the first step, is is strongly recommend that both parties reread through the contract to ensure they are in mutual agreement about what is expected to remain secret, and what is fair game to share. This small step can save a future headache and potentially change a court verdict if a breach of contract were to occur. Once completed, both the Disclosing Party and Receiving Parties should write their Printed Names, Company Titles (if not part of a company – leave blank), the Dates they are signing the agreement at the bottom of the form. The final action that must be completed is for both parties to sign their Signatures—thus marking the start of the contract’s term.