Indiana employee nda template

Indiana Employee NDA

This Indiana Employee Non-Disclosure Agreement (NDA) is made and effective as of [Date], by and between [Employer Name], a company organized under the laws of Indiana, with its principal place of business at [Employer Address], hereinafter referred to as "Employer," and [Employee Name], residing at [Employee Address], hereinafter referred to as "Employee."

Employer Contact Information:

• Name: [Employer Contact Name]
• Title: [Employer Contact Title]
• Phone: [Employer Phone Number]
• Email: [Employer Email Address]

Employee Contact Information:

• Title: [Employee Job Title]
• Phone: [Employee Phone Number]
• Email: [Employee Email Address]

In consideration of the employment offered by Employer and the compensation to be received by Employee, the parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information of the Employer that is not generally known to the public and that has been disclosed to or learned by Employee as a consequence of Employee’s employment. This includes, but is not limited to:

• Proprietary technical data, trade secrets as defined under the Indiana Uniform Trade Secrets Act (IC 24-2-3), source code, process formulas, software, inventions, know-how, and methods.
• Business and financial records, cost data, pricing strategies, internal reports, marketing plans, business forecasts, research and development, product designs, non-public product information, and unreleased product pipeline details.
• Client, vendor, supplier, and partner identities or lists, key contracts, customer and prospect data, sales information, and business contacts.
• Personnel and HR records, training materials, compensation and benefit structures.
• All information received orally, in writing, via email, electronic files, physical prototypes, or during meetings subject to the nature of employment.
• Any other materials or data that are either clearly marked as confidential or that an employee should reasonably understand as confidential due to the circumstances of disclosure.

Exclusions from Confidential Information

Confidential Information does not include information that:

• Becomes publicly available through no fault of Employee.
• Is lawfully obtained by Employee from a third party without a duty of confidentiality.
• Is independently developed by Employee without reference to Employer’s Confidential Information.
• Is required to be disclosed pursuant to a valid court order, subpoena, or Indiana statutory obligation, provided Employee gives Employer prompt advance notice, unless legally prohibited.

Use of Confidential Information

Employee agrees to use the Confidential Information solely for the benefit of Employer and only as necessary to perform Employee’s job duties. Employee will not use the Confidential Information for any other purpose, including personal gain or the benefit of any third party, without Employer's prior written consent. Employee shall not reproduce, adapt, or disclose Confidential Information outside the intended employment purpose.

Employee Responsibilities

Employee agrees to maintain the confidentiality of the Confidential Information using at least the same degree of care that Employee uses to protect Employee’s own confidential information, but not less than reasonable measures as defined in IC 24-2-3 and adoptable industry best practices. This includes:

• Maintaining secure passwords and access controls.
• Limiting access to Confidential Information to authorized personnel only.
• Encrypting data as appropriate.
• Storing Confidential Information in a secure location, whether physical or electronic.
• Refraining from uploading sensitive content to unauthorized cloud storage.

Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue during Employee’s employment with Employer and shall survive the termination of that employment as follows:

• With respect to trade secrets, as defined by the Indiana Uniform Trade Secrets Act (IC 24-2-3), indefinitely.
• With respect to other Confidential Information that does not rise to the level of trade secrets, for a period of [Number] years following the termination of Employee's employment.

Return of Materials

Upon termination of employment, or upon Employer's written request, Employee shall immediately return to Employer all materials, including but not limited to documents, data, equipment, and access credentials, containing or reflecting Confidential Information. Employer may, at its option, direct Employee to destroy certain Confidential Information, in lieu of return. Employee shall certify in writing compliance with this section under Indiana law.

Notification of Breach

Employee shall promptly notify Employer upon discovery of any loss, unauthorized disclosure, data breach, or misuse of Confidential Information. Employee shall fully cooperate with Employer in any investigation, mitigation, and recovery efforts in compliance with Indiana data breach notification statutes (IC 24-4.9).

Remedies for Breach

Employee acknowledges that unauthorized disclosure or use of the Confidential Information will cause irreparable harm to Employer. In the event of a breach or threatened breach of this Agreement, Employer shall be entitled to the following remedies:

• Injunctive relief to restrain Employee from disclosing or using the Confidential Information.
• Recovery of actual damages, consequential losses, and attorney’s fees incurred by Employer as a result of the breach.
• Equitable relief as deemed appropriate by a court of competent jurisdiction.
• If enforceable under Indiana law, liquidated damages of [Dollar Amount] and recovery of Employer’s costs of enforcement.

Prior Employer Information

Employee represents and warrants that Employee will not use or disclose any confidential information or trade secrets of any former employer to the extent prohibited by law in the course of Employee's employment with Employer.

Whistleblower Protection

Nothing in this Agreement shall prohibit Employee from reporting possible violations of law to any governmental agency or regulatory body, or from participating in any investigation or proceeding conducted by such agency or body, as protected by Indiana whistleblower statutes.

Use of Skills and Knowledge

This Agreement shall not be interpreted to restrict Employee’s ability to use general skills and knowledge acquired during employment, provided that such skills and knowledge do not constitute Confidential Information. This agreement is not so broad as to operate as an unlawful restraint of trade or employment under Indiana law.

Non-Competition/Non-Solicitation (Optional)

• Option A: Include Non-Competition/Non-Solicitation Clause
  If included, a separate non-competition or non-solicitation covenant shall be reasonable in scope, duration, geography, and necessary to protect legitimate business interests, acknowledging Indiana’s strict scrutiny of such provisions. The terms of such a clause will be set forth in Exhibit A, attached hereto.
• Option B: Exclude Non-Competition/Non-Solicitation Clause
  This Agreement does not contain any non-competition or non-solicitation covenants.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If the negotiation is unsuccessful, the parties shall submit the dispute to mediation or arbitration within Indiana.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, and venue shall be exclusively in the county of Employer’s principal place of business.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, including the Indiana Uniform Trade Secrets Act (IC 24-2-3) and, where applicable, relevant federal statutes such as the Defend Trade Secrets Act.

Severability

If any provision of this Agreement is held to be invalid or unenforceable under Indiana law, the remaining provisions shall remain in full force and effect.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Other Agreements

• Option A: Other Agreements Exist
  This Agreement is subject to and supplemented by the following additional agreements: [List of Agreements, e.g., Inventions Assignment Agreement, IT Policy]. In the event of a conflict between this Agreement and any other agreement, the terms of the [Name of Agreement with Priority] shall control with respect to that specific issue.
• Option B: No Other Agreements Exist
  There are no other agreements affecting confidentiality or intellectual property between the parties.

Industry Specific Terms (Optional)

• Option A: Include Industry Specific Terms
  Because Employer operates in the [Industry Name] sector, Employee acknowledges that compliance with applicable state and federal standards on privacy, personal data, or industry-specific confidential information is required. This includes, but is not limited to [List of Applicable Regulations, e.g., HIPAA, FERPA].
• Option B: Exclude Industry Specific Terms
  This Agreement does not contain industry-specific terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

____________________________

[Employee Name]