"Non-disclosure Agreement Template" - Indiana

Indiana Non-Disclosure Agreement: What is it?

If you are looking for the surest way to safeguard the sensitive information you share with your business partners, investors, and clients, you should offer them to sign an Indiana Non-Disclosure Agreement.

This document is needed to protect the information the business values - if it is leaked by the person or entity that agreed to keep it secret with or without compensation in accordance with the provisions of the contract, the non-breaching party will be entitled to sue for damages and receive compensation.

An Indiana Non-Disclosure Agreement Template can be downloaded through the link below.

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Indiana NDA: How to Make?

Here is how you should draft an Indiana NDA that will be deemed valid and accepted by courts and authorities alike:

  1. Enter the names of the parties. To facilitate the identification, you should also add the phone numbers, physical addresses, and e-mails of the counterparts. If a person is involved in the signing, you may record their driver's license number as well.
  2. Describe what kind of information is considered sensitive in line with the terms and conditions of the contract. You may include financial records, plans, strategies, designs, patterns, formulas, customer details, and inventions. To make sure the intentions of the parties are not misconstrued in the long run by third parties or by the court in the event of a lawsuit, it is also necessary to indicate the details that will not be covered by the agreement - for instance, the information the recipient has discovered on their own or the data that became public knowledge prior to the signing.
  3. State the duration of the NDA. If the details you have shared must be protected indefinitely, there has to be a mention of the term in writing. Alternatively, if the parties determine it to be more convenient and reasonable, it is possible to limit the confidentiality clause and only ask for a year or several years of keeping the data secret.
  4. Sign and date the contract. If the parties prefer to trust someone else with handling the negotiations and signing the papers, it is permitted to issue an authorization for a legal representative who will handle the matter instead. Note that the NDA requires notarization - a notary public will put their seal under the document after verifying the identity of the parties or their agents.

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Indiana Non-Disclosure Agreement
This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ___________________ (hereinafter referred to as the “Effective Date”), by and
between ___________________, with a mailing address of _______________________
________________________________ (hereinafter referred to as the “Receiving Party”)
and ___________________, with a mailing address of ___________________________
_______________________________ (hereinafter referred to as the “Disclosing Party”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
The Parties are interested in exploring a potential business opportunity (hereinafter
referred to as the “Opportunity”). In order to adequately evaluate whether the
Parties would like to pursue the Opportunity, it is necessary for both Parties to
exchange certain confidential information.
IN CONSIDERATION OF disclosing and receiving confidential information, the
Parties agree to the following:
1. Confidential Information. The confidential information (hereinafter referred to as the
“Confidential Information”) includes any information that is only known by the
Disclosing Party, and not known by the general public at the time it is disclosed, whether
in tangible or intangible form and through whatever means it is disclosed.
Confidential Information does not include information that:
● The Receiving Party lawfully had before the Disclosing Party actually disclosed it;
● Is disclosed to the Receiving Party by a third party who is not bound by a
confidentiality agreement;
● Becomes available to the general public by no fault of the Receiving Party;
● Is required by law to be disclosed.
2. Use of Confidential Information. The Receiving Party must keep the Confidential
Information confidential. The Receiving Party will treat the Confidential Information with
the same care as it treats its own confidential information. The Receiving Party may
disclose the Confidential Information to its personnel on an as-needed basis. The
personnel must be informed that the Confidential Information is confidential and the
personnel must agree to be bound by the terms of this Agreement. The Receiving Party is
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Indiana Non-Disclosure Agreement
This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ___________________ (hereinafter referred to as the “Effective Date”), by and
between ___________________, with a mailing address of _______________________
________________________________ (hereinafter referred to as the “Receiving Party”)
and ___________________, with a mailing address of ___________________________
_______________________________ (hereinafter referred to as the “Disclosing Party”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
The Parties are interested in exploring a potential business opportunity (hereinafter
referred to as the “Opportunity”). In order to adequately evaluate whether the
Parties would like to pursue the Opportunity, it is necessary for both Parties to
exchange certain confidential information.
IN CONSIDERATION OF disclosing and receiving confidential information, the
Parties agree to the following:
1. Confidential Information. The confidential information (hereinafter referred to as the
“Confidential Information”) includes any information that is only known by the
Disclosing Party, and not known by the general public at the time it is disclosed, whether
in tangible or intangible form and through whatever means it is disclosed.
Confidential Information does not include information that:
● The Receiving Party lawfully had before the Disclosing Party actually disclosed it;
● Is disclosed to the Receiving Party by a third party who is not bound by a
confidentiality agreement;
● Becomes available to the general public by no fault of the Receiving Party;
● Is required by law to be disclosed.
2. Use of Confidential Information. The Receiving Party must keep the Confidential
Information confidential. The Receiving Party will treat the Confidential Information with
the same care as it treats its own confidential information. The Receiving Party may
disclose the Confidential Information to its personnel on an as-needed basis. The
personnel must be informed that the Confidential Information is confidential and the
personnel must agree to be bound by the terms of this Agreement. The Receiving Party is
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liable for any breach of this Agreement by its personnel.
3. Ownership and Title. Nothing in this Agreement will convey a right, title, interest, or
license in the Confidential Information to the Receiving Party. The Confidential
Information will remain the exclusive property of the Disclosing Party.
4. Return of Confidential Information. Upon termination of this Agreement, the
Receiving Party must return all tangible materials it has that embody the Confidential
Information it received, including all electronic and hard copies. This includes, but is not
limited to, any notes, memos, drawings, summaries, excerpts, and anything else derived
from the Confidential Information.
5. Term and Termination. The term of this Agreement is ________ months from the
Effective Date unless terminated earlier for other reasons available in this Agreement.
Either Party may end this Agreement at any time by providing a __________________
written notice to the other Party. The Party’s obligation to hold in confidence all
Confidential Information received during the term of this Agreement will remain in effect
indefinitely.
6. Remedies. The Parties agree the Confidential Information is unique in nature and
money damages will not adequately remedy the irreparable injury breach of this
Agreement may cause the harmed Party. The harmed Party is entitled to seek injunctive
relief, as well as any other remedies that are available in law and equity.
7. Relationship of the Parties.
a. No Binding Agreement to Pursue Opportunity. The Parties agree they are
exploring a potential Opportunity and sharing their Confidential Information is not
a legal obligation to pursue the Opportunity. Either Party is free to stop discussions
or negotiations related to the Opportunity at any time.
b. No Exclusivity. The Parties understand this Agreement is not an exclusive
arrangement. The Parties agree they are free to enter into other similar agreements
with other parties.
c. Independent Contractors. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative, partner, or employee of the
other Party.
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8. General.
a. Amendments. This Agreement may be modified as needed. To make a
modification, the Parties have to agree to the modification in writing in the form of
an amendment. The terms of this Agreement will apply to any amendment made
unless otherwise stated in the amendment.
b. Complete Contract. This Agreement constitutes the Parties’ entire understanding
of their rights and obligations. This Agreement supersedes any other written or
verbal communications between the Parties. Any subsequent changes to this
Agreement must be made in writing and signed by both Parties.
c. Severability. If any section of this Agreement is found to be invalid, illegal, or
unenforceable, the rest of the Agreement will still be enforceable.
d. Waiver. Neither Party can waive any provision of this Agreement, or any rights or
obligations under this Agreement, unless agreed to in writing. If any provision,
right, or obligation is waived, it’s only waived to the extent agreed to in writing.
9. Notices. If a Party is required by law to disclose any Confidential Information it has
received, it will notify the Disclosing Party within ________ business days. If a Party
loses or fails to maintain the confidentiality of any Confidential Information it has
received, it will notify the Disclosing Party within ________ hours. The Receiving Party
will take any and all steps necessary to recover the Confidential Information and prevent
further unauthorized use.
10. Governing Law. The Parties agree that this Agreement shall be additionally governed
by the laws of _____________________. (State)
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
_________________________________
_________________________________
Receiving Party’s Printed Name
Disclosing Party’s Printed Name
_________________________________
_________________________________
Receiving Party’s Signature
Disclosing Party’s Signature
_________________________________
_________________________________
Date
Date
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