Legal Non-disclosure Agreement Form for the State of Louisiana

Louisiana Non-Disclosure Agreement

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ______ day of ________________, 20__, by and between ____________________________________ (hereinafter referred to as the "Disclosing Party"), located at _______________________________________________________________________, and ____________________________________ (hereinafter referred to as the "Receiving Party"), located at _______________________________________________________________________.

The purpose of this Agreement is to establish a confidential relationship between the Disclosing and Receiving Parties to protect the confidential and proprietary information of the Disclosing Party. The Receiving Party acknowledges that during the tenure of this Agreement, they may be exposed to or acquire information which is proprietary or confidential to the Disclosing Party. Therefore, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information

The term "Confidential Information" does not include information that:

• is now, or becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public;
• is known by the Receiving Party at the time of receiving such information as evidenced by its records;
• is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure;
• is independently developed by the Receiving Party without any breach of this Agreement;
• or is the subject of a written permission to disclose provided by the Disclosing Party.

3. Obligations of the Receiving Party

The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Receiving Party shall not, without prior written approval of the Disclosing Party, use for the Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.

4. Time Periods

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Disclosing Party sends the Receiving Party written notice releasing it from this Agreement, whichever occurs first.

5. Miscellaneous

1. This Agreement shall be governed by the laws of the state of Louisiana, without regard to its conflict of law provisions.
2. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in Louisiana, and the Parties hereby consent to the personal jurisdiction and venue therein.
3. This Agreement sets forth the entire understanding and agreement between the Parties as to this Agreement and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among them.

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

______________________________________
Signature of Disclosing Party
Name: __________________________________
Title: ___________________________________
Date: ___________________________________

______________________________________
Signature of Receiving Party
Name: __________________________________
Title: ___________________________________
Date: ___________________________________