Indiana independent contractor nda template

Indiana Independent Contractor Non-Disclosure Agreement

This Indiana Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Company"), and

[Contractor Name], residing at [Contractor Address] ("Contractor").

Company and Contractor are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company possesses certain Confidential Information (as defined below) that it desires to protect from unauthorized disclosure; and

WHEREAS, Contractor is an independent contractor providing services to Company, and in connection therewith, may be exposed to Company's Confidential Information;

WHEREAS, the parties acknowledge and agree that this Agreement governs the relationship between the parties as that of an independent contractor and not as an employee, agent, partner, or joint venturer. Contractor acknowledges that they are an independent business and are responsible for all federal, state, and local income tax obligations and self-employment taxes.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Company to Contractor, whether orally, visually, in writing, electronically, or by any other means, that relates to Company's business, including, but not limited to:

• Client data
• Company trade secrets as defined and protected by the Indiana Uniform Trade Secrets Act (IC 24-2-3)
• Technical information
• Business processes and methods
• Pricing strategies
• Unpublished financials
• Marketing plans
• Software code or development documentation
• Invention information
• Sourcing details
• Intellectual property owned or developed during the engagement
• Any business-critical or proprietary information disclosed in writing, orally, visually, or electronically.

Option A: Confidential Information shall also include information obtained by Contractor through observation of Company's operations or facilities.

Option B: Confidential Information includes information disclosed to Company by third parties and that Company is obligated to treat as confidential.

2. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to any information that:

• Is or becomes publicly available other than through a breach of this Agreement by Contractor
• Is already lawfully known to Contractor at the time of disclosure by Company, as evidenced by Contractor's written records
• Is independently developed by Contractor without use of or reference to the Confidential Information
• Is lawfully obtained by Contractor from a third party who is not bound by any confidentiality obligation to Company
• Is required to be disclosed by law, regulation, or court order, provided that Contractor provides Company with prompt written notice of such requirement prior to disclosure to allow Company to seek a protective order or other appropriate remedy. In the event a protective order or other remedy is not obtained, Contractor shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall exercise reasonable efforts to ensure that such information is treated confidentially.

3. Permitted Use

Contractor shall use the Confidential Information solely for the purpose of performing the services as described in the Independent Contractor Agreement between Company and Contractor (the “Services Agreement”). Contractor shall not use the Confidential Information for any other purpose, including, but not limited to, for its own benefit or for the benefit of any third party.

Option A: Contractor shall not reverse engineer, disassemble, or decompile any Confidential Information.

Option B: Contractor shall not copy, reproduce, or distribute the Confidential Information without Company's prior written consent, except as necessary to perform the Services.

4. Security Measures

Contractor shall take all reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure. Such steps shall include, but are not limited to:

• Maintaining physical security of all locations where Confidential Information is stored
• Using strong passwords and regularly changing them
• Restricting access to the Confidential Information to those of Contractor’s employees, agents, or subcontractors who have a need to know it in order to perform the Services and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement
• Encrypting the Confidential Information during transmission, if required by industry standards or applicable law
• Maintaining documented protocols for creating copies or backups of Confidential Information
• Promptly notifying Company of any actual or suspected unauthorized access, use, or disclosure of the Confidential Information

5. Duration of Confidentiality

Contractor's obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

Option A: For a period of [Number] years following the termination of the Services Agreement.

Option B: Indefinitely with respect to trade secrets, as defined under the Indiana Uniform Trade Secrets Act (IC 24-2-3).

Confidentiality obligations under this agreement shall survive the termination of the Services Agreement for any reason.

6. Return or Destruction of Confidential Information

Upon the termination of the Services Agreement or upon Company's written request, Contractor shall promptly return to Company all Confidential Information in Contractor's possession or control, including all copies, extracts, and other reproductions thereof, or, at Company's option, destroy such Confidential Information and certify to Company in writing that such destruction has been completed.

7. Notification of Unauthorized Disclosure

Contractor shall promptly notify Company in writing upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information. Contractor shall cooperate with Company in any investigation or litigation relating to such unauthorized access, use, or disclosure and shall take all reasonable steps to mitigate the damage resulting therefrom.

8. Remedies for Breach

Contractor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to:

• Injunctive relief to restrain Contractor from disclosing or using the Confidential Information in violation of this Agreement
• Liquidated damages in the amount of [Dollar Amount]
• Indemnification from Contractor for any losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) incurred by Company as a result of Contractor's breach of this Agreement
• The pursuit of any and all other remedies available at law or in equity.

No waiver of any right under this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

9. Governing Law and 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 exclusive venue for any action or proceeding arising out of or relating to this Agreement shall be the state courts located in [County Name] County, Indiana. The parties hereby waive any objection to such jurisdiction and venue.

Option A: The Parties agree to first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If the Parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to mediation in Indiana before resorting to litigation.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Indiana in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding on the Parties.

10. Non-Circumvention and Non-Solicitation

Option A (Non-Circumvention): Contractor shall not, directly or indirectly, circumvent Company by contacting or soliciting Company's clients or customers for the purpose of providing services that are similar to the Services provided under the Services Agreement during the term of the Services Agreement and for a period of [Number] years following the termination thereof.

Option B (Non-Solicitation): During the term of the Services Agreement and for a period of [Number] years following the termination thereof, Contractor shall not, directly or indirectly, solicit, recruit, or hire any employee or independent contractor of Company.

11. Intellectual Property

Contractor agrees that all intellectual property developed by Contractor during the service period, which relates to Company's business, including, but not limited to, inventions, ideas, discoveries, and improvements, shall be the sole and exclusive property of Company. Contractor hereby assigns to Company all right, title, and interest in and to such intellectual property.

12. 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.

13. 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.

14. Amendment

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

15. Acknowledgement

Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.

16. 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. A facsimile or electronic (e.g., PDF) copy of this Agreement, including signatures, shall be considered an original for all purposes. The parties agree that this Agreement and any related documents may be electronically signed in accordance with the Indiana Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

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

[Company Name]

By: [Company Representative Name]

Title: [Company Representative Title]

[Contractor Name]

Signature:

Date: