Indiana consultant nda template

Indiana Consultant Non-Disclosure Agreement

Agreement Title: Confidentiality Agreement for Consulting Services

Effective Date: [**Date**]

This Indiana Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the Effective Date by and between:

Discloser:

• Full Legal Name: [**Discloser Legal Name**]
• Business Entity Status: [**Discloser Business Entity Status, e.g., Corporation, LLC, Sole Proprietorship**]
• Address: [**Discloser Address**]
• Email: [**Discloser Email**]
• Phone: [**Discloser Phone**]

Recipient:

• Full Legal Name: [**Recipient Legal Name**]
• Business Entity Status: [**Recipient Business Entity Status, e.g., Corporation, LLC, Sole Proprietorship**]
• Address: [**Recipient Address**]
• Email: [**Recipient Email**]
• Phone: [**Recipient Phone**]

1. Purpose of Engagement

This Agreement is made in connection with the consulting engagement (the “Engagement”) between Discloser and Recipient.

• Option A: Employment Recipient will be employed by Discloser.
• Option B: Independent Contractor Recipient will be an independent contractor providing services to Discloser.
• Option C: Project-Based Service Recipient will provide project-based services to Discloser.
• Option D: Collaboration Recipient and Discloser will collaborate on a specific project.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: client lists, project data, technical information, business plans, marketing strategies, pricing structures, supplier contracts, software code, inventions, trade secrets as defined under the Indiana Uniform Trade Secrets Act (Indiana Code § 24-2-3), financial statements, proprietary methods or processes, deliverables, intellectual property, and information obtained through direct or incidental exposure during the Engagement.

3. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to information that:

• Option A: Was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient’s written records.
• Option B: Is or becomes publicly available through no fault of Recipient.
• Option C: Is rightfully received by Recipient from a third party without any obligation of confidentiality.
• Option D: Is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as evidenced by Recipient's written records.
• Option E: Is required to be disclosed by law or court order, provided that Recipient gives Discloser prompt written notice prior to such disclosure to allow Discloser to seek a protective order or other appropriate remedy.

4. Permitted Use

Recipient shall use the Confidential Information solely for the purpose of performing the Engagement and for no other purpose whatsoever. Recipient shall not use the Confidential Information for its own benefit or the benefit of any third party, nor shall Recipient reverse engineer, disassemble, or decompile any Confidential Information.

5. Safeguards

Recipient shall implement commercially reasonable administrative, technological, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, which safeguards shall meet or exceed customary Indiana industry practice.

• Option A: Digital Data Security All digital data containing Confidential Information shall be password-protected and stored on secure servers.
• Option B: Document Marking All documents containing Confidential Information shall be clearly marked as "Confidential."
• Option C: Secure Transfer Confidential Information shall be transferred electronically only through secure channels.
• Option D: Physical Record Management Physical records containing Confidential Information shall be stored in a secure location with limited access.

6. Term

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the Engagement and for a period of [**Number**] years following the termination of the Engagement. For trade secrets, confidentiality obligations will continue as long as the information qualifies as a trade secret under Indiana law.

7. Return of Confidential Information

Upon termination of the Engagement, or at any time upon Discloser's request, Recipient shall promptly return to Discloser all Confidential Information, including all copies and derivatives thereof, in whatever form, or, at Discloser's option, shall destroy all such Confidential Information and certify such destruction in writing to Discloser.

8. Notification of Unauthorized Disclosure

Recipient shall promptly notify Discloser in writing upon becoming aware of any unauthorized use, disclosure, breach, suspected loss, or compromise of Confidential Information and shall cooperate fully with Discloser in investigating, mitigating, and remediating any such event.

9. Remedies for Breach

In the event of a breach of this Agreement by Recipient, Discloser shall be entitled to all available remedies at law or in equity, including, without limitation, actual damages, recovery of reasonable attorney's fees, and injunctive relief.

• Option A: Liquidated Damages In addition to other remedies, Recipient shall pay Discloser liquidated damages in the amount of [**Dollar Amount**] for each instance of unauthorized disclosure. This amount is a reasonable estimate of the damages Discloser would incur as a result of the breach, and is not intended as a penalty.
• Option B: No Liquidated Damages Discloser shall not seek liquidated damages, but only actual damages.

10. No License

Nothing in this Agreement shall be construed as granting Recipient any license, rights, or ownership in or to the Discloser's Confidential Information or intellectual property, except as explicitly provided in the Consulting Agreement.

11. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

12. Relationship of Parties

Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, franchisor-franchisee relationship, or any other relationship between the parties other than that of consultant and client.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. The venue for any action or proceeding arising out of or relating to this Agreement shall be exclusively in the state or federal courts located in [**Name of Indiana County**] County, Indiana.

14. Dispute Resolution

• Option A: Negotiation The parties shall first attempt to resolve the dispute through good-faith negotiation.
• Option B: Mediation If negotiation fails, the parties shall submit the dispute to mediation in accordance with the rules of the American Arbitration Association.
• Option C: Arbitration If mediation fails, the parties shall submit the dispute to binding arbitration in accordance with the Indiana Arbitration Act.

15. Miscellaneous

• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: Recipient shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

16. Representation and Warranty

Recipient represents and warrants that it is not under any conflicting contractual or legal obligations that would prevent it from complying with the terms of this Agreement.

17. Compliance with Regulations

Recipient shall comply with all applicable Indiana industry regulations, including but not limited to data protection regulations for regulated sectors.

18. Whistleblower Protection

Nothing in this Agreement shall prevent Recipient from making disclosures protected under applicable whistleblower laws. Recipient understands that nothing in this agreement limits their ability to communicate with, or provide information to, any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the Consumer Financial Protection Bureau (CFPB), or any other federal, state, or local agency.

19. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding under the Indiana Uniform Electronic Transactions Act.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Discloser:

____________________________

[**Discloser Printed Name**]

[**Discloser Title**]

Recipient:

____________________________

[**Recipient Printed Name**]

[**Recipient Title**]