Louisiana Non-Disclosure Agreement (NDA) Review
Louisiana starts from the opposite end to most states. La. R.S. 23:921 declares every contract restraining someone from exercising a lawful profession or trade void, except as the statute allows. That makes the customer non-solicit inside a Louisiana NDA unusually fragile. Trade secrets are protected separately under the Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431 to 51:1439, and pure confidentiality clauses are analyzed differently from restraints on work.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Louisiana
Louisiana protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Enforceable only if it tracks the specific parishes/areas listed by statute and lasts no more than two years.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Louisiana also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Louisiana's non-compete rules above.
What makes a Louisiana non-solicit valid?
La. R.S. 23:921(C) allows an employee to agree not to solicit the employer's customers within specified parishes or municipalities, or parts of them, where the employer does a like business, for no more than two years from the end of employment. Louisiana courts enforce these requirements strictly.
Agreements that fail to list the parishes or municipalities, or that run two years from an uncertain date, have repeatedly been refused enforcement, and courts often decline to reform them. An NDA with a non-solicit covering 'any territory where the company does business' is a likely candidate for failure in Louisiana.
Are pure confidentiality clauses treated the same way?
Generally no. A clause that only restricts use or disclosure of confidential information does not stop you from working, so it is usually analyzed under contract law and the trade secret statute rather than 23:921. That is why the confidentiality promise can survive even when a bundled non-solicit fails.
Louisiana has no general statute on harassment NDAs as of 2026; the federal Speak Out Act applies.
Checklist for a Louisiana NDA
Look for three things: whether each restriction on soliciting customers lists specific parishes or municipalities, whether the period is clearly measured from the end of your employment, and whether the confidentiality clause stands separately from those restrictions. If the non-solicit is defective, the confidentiality promise may still be enforced, so treat the secrecy duty seriously either way.
Louisiana sources checked 2026-10-09: Louisiana appellate court on strict rules for noncompetes (Ogletree). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Louisiana NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Louisiana law
- Return/destruction obligation and one-sided injunctive relief
Louisiana NDA FAQ
Is an NDA enforceable in Louisiana?
Yes, a reasonable confidentiality agreement is generally enforceable in Louisiana, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Louisiana?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Louisiana a reasonable non-compete can be enforceable, Enforceable only if it tracks the specific parishes/areas listed by statute and lasts no more than two years. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Louisiana?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Louisiana law.
Can Louisiana enforce a non-compete buried in an NDA?
Louisiana is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable only if it tracks the specific parishes/areas listed by statute and lasts no more than two years. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Louisiana agreement is too broad, what happens?
Courts may delete offending words, but will not rewrite the clause. That sits in between: wording that can be severed cleanly may survive, while a restriction written as one indivisible sentence may not. How the clause is punctuated and structured can decide the outcome.
My Louisiana NDA's non-solicit does not list any parishes. Is it enforceable?
Likely not as to customers. La. R.S. 23:921 requires a customer non-solicit to specify the parishes or municipalities where it applies and to last no more than two years after employment ends. Louisiana courts apply these requirements strictly and often refuse to rewrite defective clauses. The confidentiality part of the NDA may still be valid.
Does La. R.S. 23:921 apply to independent contractors?
The statute covers employees and also other relationships it lists, so contractors are not automatically exempt. Courts look at the substance of the arrangement. If you sign a Louisiana NDA as a contractor that limits who you can work for, the same parish listing and two-year rules are a sensible benchmark.
Asked to sign an NDA in Louisiana?
Upload it and get every clause checked against Louisiana law in about a minute, with a fix for each problem.
How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Louisiana rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Louisiana law when you run your NDA, and you should confirm anything critical with a qualified attorney.