Indiana NDA Template
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An Indiana NDA, or “nondisclosure agreement,” is a legal agreement involving two or more parties that defines the specific information that you or the other party(s) are required to withhold from disclosure. Primarily, startups and businesses leverage NDAs as a safety net, safeguarding them in scenarios where employees or potential business partners might reveal the business's proprietary details. It serves as a robust shield, preserving your firm's unique trade secrets, and other classified particulars — say, your business plan or customer directory — from being exposed to the public eye or competitors.
Trade Secret Definition in Indiana
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Indiana Uniform Trade Secrets Act IC 24-2-3-2)
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Read on to learn more about Indiana NDAs, including:
What's included in a Indiana NDA?
Here are some key components that are typically included in a Indiana Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
In an understanding requiring non-disclosure (or NDA), the disclosing party is the one disseminating confidential details. On the flip side, the receiving party is the consumer of this confidential data. When it's a unilateral NDA, these designations apply. But in the case of mutual NDAs, both sides play the roles of receiving and disclosing. Please pay attention to the differentiation between "Company Name" and "individual." Should you be an individual party either divulging or obtaining the info, simply fill in your name—there's no need for a company name unless there is one involved.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
When you put together your NDA, it is incumbent upon you to establish which pieces of data are to be considered "confidential." Imagine, if you will—a scenario where you are an employee and your employer proclaims that every single tidbit of information they share with you over the next couple of years is confidential. Fast forward a year down the line, you are contemplating quitting, and your employer makes a casual remark about likely rain tomorrow. Later that evening, you make off-hand mention of this predicted rainfall to a mutual friend. Have you breached confidentiality? Not at all!
A court wouldn't entertain a confidentiality clause this wide-reaching. Concurrently, if your definition is too fine, you could unintentionally spill confidential beans that the party on the "receiving" end can then cavalierly disseminate. The majority of businesses opt for a definition like the one in the template, but if there is any uncertainty, seek further clarification with our comprehensive post about defining confidential items for your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
You'll observe on the template, as well as all NDAs, the necessity to provide a "purpose" for the agreement. You might couch it in terms like, "for the creation of a prototype product on behalf of the disclosing party," or "to evaluate prospective business engagement between parties." The purpose holds significance as it demarcates the boundaries within which the confidential data recipient can employ the data.
Let's imagine you're looking to hire a web developer to flesh out your website. You'd share your business schematics with them to give them a clearer picture of the kind of website you're looking for. In this context, you'd want to tailor-make the purpose to be "in relation with the development of..." followed by a description of the specific components the developer will be creating on the website.
Without the restricting nature of defining a purpose, the developer could hypothetically leverage your confidential data to spawn a novel, similar company, thereby making a profit off your business's confidential info. In a sizeable number of instances, though, the wording in the template—like "evaluating the parties' capabilities of pursuing one or more business opportunities"—should suffice.
Here's a catch-all definition for purpose:
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The modus operandi for your confidential info ties directly into the reason for the NDA's existence. This clause clearly states that the confidential data will exclusively be used for the declared purpose. It may seem self-evident, but consider a scenario where someone might misuse the confidential data for their own ends. This clause safeguards sensitive conversations from becoming public knowledge, shielding both parties from any potential hazards or undue influence.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
In sharing confidential details with the "Recipient," complications could arise: What if the Recipient is a corporate entity rather than an individual? Or what if the recipient needs to discuss some details with their attorney? Handling such potential complications is the core duty of the "Limited Access" section in your NDA.
In the majority of cases, the wording offered in the template will suffice. However, in general, consider who genuinely needs to be privy to the details and keep the circulation of the information within this group. If the recipient does share the confidential info with anyone, they should ensure that person signs an NDA with identical terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
In your NDA, one crucial section stipulates the “exclusions.” These exclusions elevate the chances of having your NDA validated by a court—should legal proceedings commence. The only clause worth considering for removal is the 4(a)(1) clause—and that’s only if you’ve already shared classified information with the recipient. Otherwise, the exclusions in their current form should work in a majority of circumstances.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This section in your NDA covers the duration of your agreement's efficacy. This duration can cover a single transaction occurring over several days or potentially be indefinite. This confidentiality commitment lasts for as long as the specific transaction or relationship lasts, and often even longer, essentially for as long as the trade secret remains undisclosed.
You would want to make explicit that the protection of the trade secret continues even after the business relationship or any contract has reached its conclusion. If you’re unsure about the duration to stipulate here, take comfort in knowing that the typical timeline is between one to five years. Remember, you should protect your confidential information for as long as you want it to remain classified.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
If you've previously imparted classified information, there’s no need to worry! There are measures that will ensure you’re still protected. Slight changes to the template will accommodate this scenario, and we can direct you on how to do that.
How do I protect my trade secret?
The reason behind an NDA's existence lies in safeguarding confidential information. It's essential to remember classified info in itself isn't valuable—it's the trade secret it's part of that has worth. For your information to be beneficial, it must qualify as a trade secret. If you're uncertain what constitutes a trade secret, how the information qualifies as such, or how to effectively secure your trade secret, we invite you to peruse our comprehensive guide on this subject.