Make a Indiana Non-Disclosure Agreement

Indiana State Laws

Non-disclosure agreements are regulated by IC 24-2-3 . It is entitled “Trade Secrets.” It’s important to note that under the “Short Title,” that this particular part of the law overrides any conflicting laws except those found within contract law and criminal law.

Indiana non-disclosure agreements may be legally binding, but for a court to uphold one, it must include reasonable limitations for time, geography, and restrictions. This is a concept known as reasonable scope.

Indiana businesses may also protect their business by also using an Indiana non-compete agreement .

Definition of “Trade Secrets”

Indiana Code ( IC 24-2-3-2 ) defines “trade secret” as information that can include a formula, pattern, compilation, program, device, method, technique, or process that has its own actual or potential economic value.

This information cannot be general knowledge. It also cannot be information that another company within the industry could easily ascertain. Finally, the business creating the non-disclosure agreement must take reasonable steps to keep that information private.

How to Write an Indiana Non-Disclosure Agreement

To write a basic Indiana non-disclosure agreement, first read the Indiana Trade Secret Act to understand what is required. While this will help you understand what is required in an NDA, it is no substitute for qualified legal advice.

You should have your NDA reviewed by a lawyer to ensure that it is written properly and that it can protect the trade secrets of your business and that it could stand up in court if necessary.

You can save your template in Microsoft Word (.docx) for easy editing and once ready to print, save it in Adobe PDF so that it cannot be modified.

• The opening paragraph identifies the Disclosing Party (you and / or your business) and provides the full address along with identifying the Receiving Party (which may be your employee, independent contractor, or other third party) and their full address. Then, it identifies the scope of the document (to prevent the misappropriation of trade secrets and other confidential information). It may also include an effective date.
• The definition of trade secrets according to Indiana Code. According to Indiana Code, a trade secret is information that is a formula, pattern compilation, program, device, method, technique, or process with its own actual or potential independent economic value. One example of a trade secret that contains actual or potential independent economic value is a customer list.
• Explain how the receiving party will know that they receive confidential information. For example, a confidential file is stamped, "CONFIDENTIAL." An email may have a disclaimer that states it is confidential.
• An explanation of what is not confidential. For example, information that is made public through no fault of the receiving party, something discovered or created by the receiving party before it is provided to the disclosing party, something that is discovered by the receiving party by legitimate means other than by the disclosing party or by the disclosing party's agent, or something shared by the receiving party with the disclosing party's written permission.
• The receiving party's obligations. Examples include maintaining the trade secrets in the strictest of confidence, carefully restricting access to the information, and not using the trade secrets to benefit the receiving party without written permission of the disclosing party.
• Relationship clause. Certain Indiana non-disclosure agreements benefit from a relationship clause. This clause states that nothing within the NDA makes either party an employee, contractor, partner, or joint venturer of the other.
• Jurisdiction clause. This clause states that Indiana Code will govern the agreement.
• Severability clause. A severability clause states that if any part of an Indiana NDA is found to be invalid by an Indiana court, the remainder of the agreement will remain enforceable.
• Integration clause. An integration clause states that the NDA expresses the parties total understanding of the subject matter and supersedes all previous proposals, agreements, representations, and understandings. It should also state that the NDA may not be amended except in writing and only then if the parties involved sign the amendment.
• Waiver clause. A waiver clause is important because it states that if any party fails to exercise any rights within the NDA, they do not waive any prior or subsequent rights.

Include signature lines as well as lines for each person to print their name, their role within the agreement (Disclosing Party and Receiving Party), and to date the agreement. Finally, once the NDA is executed, each party should receive a copy of the finalized version for their records.