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Louisiana Non-Disclosure Agreement Requirements

Louisiana has no statute carving employee inventions made on personal time out of an assignment clause, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington, so an invention-assignment provision in a Louisiana NDA or employment agreement is governed by ordinary contract law rather than a specific statutory limit.

Introduction

Louisiana has no statute carving employee inventions made on personal time out of an assignment clause, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington, so an invention-assignment provision in a Louisiana NDA or employment agreement is governed by ordinary contract law rather than a specific statutory limit. Trade secrets exchanged under an NDA are separately protected by the Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431 through 51:1439), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Restrictive covenants are a different matter: Louisiana Revised Statutes Section 23:921 voids every contract that restrains someone from working in a lawful profession, trade, or business, except for a short list of enumerated exceptions, and even those exceptions must specify the particular parish or parishes where the restriction applies rather than a general reasonable geographic area. A Non-Disclosure Agreement in Louisiana is an ordinary confidentiality contract, mutual or one-way, and confidentiality itself is not a restraint on trade under Section 23:921, but a confidentiality clause drafted broadly enough to functionally stop someone from working in their field risks being treated as the kind of restraint the statute voids. The practical effect for drafting is to keep a Louisiana NDA's confidentiality definition focused on genuinely sensitive information rather than reaching into a departing party's ability to work.

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Key Things to Know

  1. 1

    Trade secret protection runs separately through the Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431 through 51:1439), independent of whatever the NDA itself says.

  2. 2

    That statute targets restraints on trade, not confidentiality itself. An NDA that protects genuine trade secrets and sensitive information, without functionally blocking someone from working in their field afterward, is not the kind of restraint Section 23:921 reaches, but an overbroad confidentiality definition can start to look like one.

  3. 3

    Louisiana has no statute carving an employee's personal-time inventions out of an assignment clause, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. An invention-assignment provision in a Louisiana NDA is governed by ordinary contract law rather than a specific statutory limit.

  4. 4

    A trade secret misappropriation claim in Louisiana generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation counts as a single claim rather than restarting the clock (La. R.S. 51:1436).

  5. 5

    Louisiana Revised Statutes Section 23:921 voids essentially every contract that restrains someone from working in a lawful profession, trade, or business, except for a narrow list of exceptions, and even those exceptions require the restriction to name a specific parish or parishes rather than describe a general geographic area.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Louisiana; which one fits depends on whether the exchange runs both directions, like a joint venture, or one direction, like pitching an investor.

  7. 7

    A Louisiana court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA or trade secret misappropriation, in addition to damages, including recovery for unjust enrichment under the trade secrets act (La. R.S. 51:1432, 51:1433).

Key decisions before you file

Before you file a Non-Disclosure Agreement in Louisiana, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (LOUISIANA)

[Party A Name] of [City], Louisiana and [Party B Name] of [City], Louisiana (each a "Party") enter into this Non-Disclosure Agreement as follows.

  1. Parties and Purpose. The Parties anticipate [describe business purpose, e.g. a possible business relationship the Parties are evaluating], and in the course of that relationship either Party may disclose Confidential Information to the other.

  2. Definition of Confidential Information. "Confidential Information" means non-public business, technical, or financial information one Party discloses to the other that is marked confidential or that the circumstances would lead a reasonable person to treat as confidential, including any trade secret meeting the Louisiana Uniform Trade Secrets Act's definition (La. R.S. 51:1431(4)): information with independent economic value from not being generally known, kept secret through reasonable efforts. Excluded are four categories: information already public through no fault of the receiving Party, information the receiving Party already lawfully held, information it develops independently, and information a third party discloses without owing anyone a confidentiality duty.

  3. Obligations of the Receiving Party. Whoever receives Confidential Information under this Agreement owes it the same protection a careful business gives its own sensitive records, at minimum reasonable care against unauthorized access or use. That protection serves one purpose only, advancing the relationship described in Section 1, and it extends no further than the receiving Party's own employees, agents, or advisors who genuinely need the information for that purpose and have themselves agreed to confidentiality terms at least as strict as this Agreement's; any wider disclosure needs the disclosing Party's prior written consent.

  4. Scope Limitation (Louisiana-Specific). La. R.S. 23:921(A)(1) nullifies essentially every contract provision restraining a person from a lawful profession, trade, or business, and even the short list of exceptions elsewhere in that Section must name the specific parish or parishes where the restraint applies and cannot run longer than two years. This Agreement is drafted to fall outside that statute entirely: it obligates the receiving Party only to keep identified Confidential Information secret, never to stay out of a field, an employer, or a parish, and nothing here functions as a non-compete or non-solicit covenant.

  5. Federal Whistleblower Notice. Under 18 U.S.C. Section 1833(b), a person who discloses a trade secret in confidence to a government official or an attorney, solely to report a suspected legal violation, or in a court filing made under seal, cannot be held criminally or civilly liable for that disclosure. This notice is included because 18 U.S.C. Section 1836, the Defend Trade Secrets Act's civil-remedy provision, conditions certain relief on the disclosing Party having given it.

  6. Term. Confidentiality duties here continue for [X years] from signing; information meeting the Louisiana Uniform Trade Secrets Act's trade secret definition stays protected for as long as it keeps qualifying as one, regardless of that date.

  7. Return or Destruction. On the disclosing Party's request, or once the purpose in Section 1 concludes, the receiving Party must return or destroy every copy of the Confidential Information it holds.

  8. Remedies. Louisiana Code of Civil Procedure Articles 3601 through 3613 authorize a court to enjoin conduct threatening irreparable injury, and the non-breaching Party may seek an injunction under those articles for a breach here. Where the disclosed information also meets the trade secrets act's definition, La. R.S. 51:1432 and 51:1433 separately allow injunctive relief plus damages for actual loss and unjust enrichment, in addition to whatever this Agreement itself provides.

  9. Governing Law. Louisiana law governs this Agreement, under Civil Code Article 3540's rule that the parties' express choice of law controls a conventional obligation unless it contravenes the public policy of the state whose law would otherwise apply.

  10. Miscellaneous. This Agreement rests on cause, in the sense Civil Code Article 1967 uses that term under Louisiana's civil-law tradition: each Party's promise of confidentiality is the reason the other agreed to disclose. Electronic signatures bind the Parties here under the Louisiana Uniform Electronic Transactions Act (La. R.S. 9:2601 et seq.) and the federal ESIGN Act (15 U.S.C. Section 7001). Should a court find any provision unenforceable, Civil Code Article 2034 keeps the rest of the Agreement in force unless the Parties clearly would not have signed without that provision.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Louisiana Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 through 51:1439)

Clearly defines what constitutes confidential information under Louisiana law, including trade secrets as defined in the Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431(4)).

Trade Secret Protection (Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 through 51:1439)

Specific provisions addressing the protection of trade secrets in accordance with Louisiana's adoption of the Uniform Trade Secrets Act, including reasonable efforts to maintain secrecy and remedies for misappropriation under La. R.S. 51:1432 and 51:1433.

Defend Trade Secrets Act Compliance (18 U.S.C. Section 1836 and Section 1833(b), Defend Trade Secrets Act of 2016)

Includes provisions complying with the federal Defend Trade Secrets Act's civil-remedy provision (18 U.S.C. Section 1836). The specific whistleblower immunity notice required to preserve those remedies is a distinct provision, 18 U.S.C. Section 1833(b), which shields a person from criminal or civil liability for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing.

Economic Espionage Act Considerations (Economic Espionage Act, 18 U.S.C. Sections 1831 through 1839)

Acknowledges federal protections against theft of trade secrets, including criminal penalties that may apply to violations of the NDA.

Louisiana Contract Formation Requirements (Louisiana Civil Code Articles 1906 through 1947)

Ensures the NDA meets Louisiana's requirements for valid contract formation, including offer, acceptance, capacity, object, and form, as set out in the general provisions and formation-of-contracts chapters of Title IV of the Louisiana Civil Code.

Cause Requirement (Louisiana Civil Code Article 1967)

Louisiana civil law requires cause, not the common-law doctrine of consideration. Article 1967 defines cause as the reason a party obligates itself, and separately allows an obligation to arise from a party's reasonable detrimental reliance on a promise. This NDA's mutual confidentiality promises supply that cause.

Non-Compete and Restraint-of-Trade Limitations (Louisiana R.S. 23:921)

Louisiana Revised Statutes Section 23:921(A)(1) voids essentially every contract restraining a lawful profession, trade, or business, one of the strictest restraint-of-trade statutes in the country. The narrow list of exceptions elsewhere in the Section (sale of business goodwill under subsection B, employer-employee and independent-contractor agreements under subsection C, among others) is enforceable only if it names the specific parish or parishes where the restriction applies and does not exceed two years, a stricter standard than the general reasonable-geographic-area test most states use.

Choice of Law and Venue (Louisiana Civil Code Article 3540)

Designates Louisiana law as governing, consistent with Article 3540's party-autonomy rule that the parties' express choice of law controls a conventional obligation unless it contravenes the public policy of the state whose law would otherwise apply.

Electronic Signatures Compliance (Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, and Louisiana Uniform Electronic Transactions Act, La. R.S. 9:2601 through 9:2620)

Ensures the NDA can be validly executed electronically under both federal and Louisiana electronic signature law.

Injunctive Relief (Louisiana Code of Civil Procedure Articles 3601 through 3613)

Provides for injunctive relief in case of breach, consistent with Louisiana's procedural rules for temporary restraining orders and preliminary and permanent injunctions, which issue where irreparable injury, loss, or damage would otherwise result.

Severability (Louisiana Civil Code Article 2034)

Includes a severability clause consistent with Article 2034: nullity of one provision does not render the whole contract null unless the nature of the provision or the parties' intent shows the contract would not have been made without it.

Personal Data Protection (Louisiana Database Security Breach Notification Law, La. R.S. 51:3071 through 51:3077)

Addresses the protection of personal data that may be included in confidential information, relevant if the NDA covers information meeting the statute's definition of personal information, consistent with Louisiana's data breach notification and security law.

Liquidated Damages (Louisiana Civil Code Article 2005)

If including liquidated damages provisions, ensures they are enforceable as stipulated damages under Article 2005, which lets parties agree in advance on the damages recoverable for nonperformance, defective performance, or delay in performance.

Prescription Period for Claims (Louisiana Civil Code Article 3499 and La. R.S. 51:1436)

An NDA breach-of-contract claim runs under Louisiana's general ten-year personal-action prescription (Civil Code Article 3499), while a trade secret misappropriation claim runs under the Louisiana Uniform Trade Secrets Act's own three-year prescriptive period (La. R.S. 51:1436), with a continuing misappropriation treated as a single claim.

Fiduciary Duty Considerations (Louisiana Civil Code Articles 2809 through 2811)

Addresses potential fiduciary duties that may arise in the context of sharing confidential information, particularly relevant for business partnerships or investment discussions. Article 2809 establishes that a partner owes a fiduciary duty to the partnership and to his partners and must account for profits from activity prejudicial to it.

Securities Law Compliance (Securities Act of 1933 and Securities Exchange Act of 1934)

Ensures compliance with federal securities laws when confidential information relates to potential investments or financial transactions.

Frequently Asked Questions

A Non-Disclosure Agreement in Louisiana is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431 through 51:1439) regardless of what the NDA itself says.

Only within narrow limits. Louisiana Revised Statutes Section 23:921 voids every contract that restrains someone from exercising a lawful profession, trade, or business, except for specific enumerated situations such as an employer-employee or independent-contractor agreement or the sale of a business's goodwill. Even those permitted restraints must specify the particular parish or parishes where they apply and cannot exceed two years. An NDA's confidentiality clause is not itself a restraint on trade, but one drafted broadly enough to functionally stop someone from working in their field can be treated as the kind of restraint the statute voids.

Yes. Where Section 23:921 allows a restraint at all, such as an employer-employee agreement under subsection C or a business-sale agreement under subsection B, the restriction must specify a particular parish or parishes, municipality or municipalities, or parts thereof where it applies. This is stricter than the general reasonable geographic area standard most states use, and a restriction that instead describes a broad or unspecified territory is not enforceable under the statute.

A trade secret misappropriation claim under the Louisiana Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (La. R.S. 51:1436). A continuing misappropriation is treated as a single claim rather than restarting that period. A separate breach-of-contract claim over the NDA itself follows Louisiana's ordinary contract prescription period.

Louisiana has no statute addressing this, unlike states such as California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington that carve personal-time inventions out of an assignment clause by law. Whether an invention-assignment provision in a Louisiana NDA or employment agreement reaches an employee's personal-time work depends on how the provision itself is written and ordinary Louisiana contract law, not a specific statutory limit.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Louisiana; the choice is about which structure matches the actual relationship.

No. A Louisiana NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Louisiana Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies (La. R.S. 51:1432, 51:1433).