Indiana investor nda template

Indiana Investor Non-Disclosure Agreement

This Indiana Investor Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date], by and between [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] (“Discloser”), and [Investor Name], with an address at [Investor Address] (“Recipient”).

Agreement Title: Indiana Investor Non-Disclosure Agreement

Effective Date: [Date]

1. Definition of Confidential Information

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

• Business plans, financial projections, and records.
• Funding strategies and investment terms.
• Pre-diligence and due diligence reports.
• Intellectual property (including unregistered inventions and patents).
• Proprietary models or algorithms.
• Contracts, customer, partner, and supplier data.
• Technical documentation.
• Regulatory filings and information.
• Pitch decks.
• All related information disclosed verbally, electronically, or in writing, or accessed through data rooms.

Option A: All information shall be presumed confidential unless clearly marked otherwise.

Option B: Only information explicitly designated as "Confidential" shall be considered Confidential Information.

2. Exclusions from Confidential Information

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

• Was already known to Recipient without restriction prior to its disclosure by Discloser.
• Is or becomes publicly available through no fault of Recipient.
• Is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation.
• Is required to be disclosed by a valid subpoena, governmental order, or Indiana statute.

Option A: Recipient shall provide Discloser with prompt written notice of any legally compelled disclosure and shall reasonably cooperate with Discloser in seeking a protective order or other appropriate remedy subject to Indiana law.

Option B: Recipient shall not be required to notify Discloser of legally compelled disclosure if prohibited by law.

3. Purpose

Recipient agrees to use the Confidential Information solely for the purpose of evaluating a prospective investment in Discloser (the “Purpose”). Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, competitive purposes, or investment in competing ventures, addressing common Indiana investor practices.

Option A: Recipient agrees to limit access to Confidential Information only to its employees, officers, directors, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: Recipient may share Confidential Information with its Affiliates subject to this Agreement's terms.

4. Term

The obligations of confidentiality under this Agreement shall commence as of the Effective Date and shall continue for a period of [Number] years thereafter, or as long as the Confidential Information remains confidential under the Indiana Uniform Trade Secrets Act, whichever is longer.

Option A: The term shall automatically renew for successive one-year periods unless either party provides written notice of termination at least 30 days prior to the end of the then-current term.

Option B: This agreement will remain in effect until terminated by either party with [Number] days written notice.

5. Standard of Care

Recipient shall exercise at least a commercially reasonable degree of care to protect the confidentiality of the Confidential Information, which shall be no less than the degree of care Recipient uses to protect its own confidential information, with reference to standards customary among Indiana investors. This includes, but is not limited to, restrictions on copying, distributing, or retaining confidential materials on personal devices or cloud systems, as well as storage or transmission security aligned with local data protection guidance.

Option A: Recipient shall implement and maintain reasonable security measures to prevent unauthorized access to or disclosure of the Confidential Information.

Option B: Recipient acknowledges that it is responsible for all actions of its representatives and contractors with respect to maintaining the confidentiality of the information.

6. Return of Confidential Information

Upon the earlier of (i) termination of negotiations relating to the Purpose, (ii) written demand by Discloser, or (iii) [Number] days after a specified period of inactivity in investment negotiations, Recipient shall promptly return to Discloser or, at Discloser’s option, permanently delete or securely destroy all Confidential Information (including all copies, extracts, and other reproductions thereof) and certify in writing to Discloser that it has complied with the foregoing. This includes derived or partially incorporated materials and digital backups, following any Indiana-specific document retention obligations if applicable.

Option A: Deletion and destruction must be certified by an officer of Recipient.

Option B: Recipient is permitted to retain one archival copy of the Confidential Information solely for legal compliance purposes, subject to continued confidentiality obligations.

7. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing of any unauthorized access, breach, loss, or misuse of the Confidential Information and shall promptly cooperate with Discloser in taking all reasonable steps to remedy such breach, including compliance with Indiana’s Breach Notification Law (IC 24-4.9).

Option A: Recipient shall bear all costs associated with investigating and remediating any unauthorized disclosure caused by its negligence or willful misconduct.

Option B: Discloser retains the sole right to control all legal actions arising from unauthorized disclosure.

8. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages may be inadequate. Accordingly, Discloser shall be entitled to seek equitable relief, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting a bond. In addition, Discloser shall be entitled to recover from Recipient its actual damages, statutory and punitive damages where allowed by Indiana law, and reasonable attorneys’ fees and costs incurred in enforcing this Agreement, with clear reference to Indiana’s standards for enforceability of remedies and damages clauses.

Option A: Recipient's liability shall be limited to [Dollar Amount].

Option B: Liquidated damages shall be $[Dollar Amount] for each breach, in addition to any actual damages.

9. Governing Law; Jurisdiction

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Indiana County Name] County, Indiana.

Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Indiana in accordance with the Indiana Uniform Arbitration Act.

Option B: The parties agree to mediate any dispute arising out of or relating to this Agreement before initiating any legal action.

10. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder and that this Agreement does not conflict with any other agreement or obligation to which it is a party.

Option A: Discloser represents and warrants that it has the right to disclose the Confidential Information to Recipient.

Option B: Recipient represents and warrants it will not share confidential information with entities it has a financial interest in, if those entities are competitors of the discloser.

11. Non-Circumvention

Recipient agrees not to circumvent Discloser and directly engage with any third parties or sources identified through the disclosure of Confidential Information, tailored for Indiana business relationship contexts.

Option A: This non-circumvention clause shall remain in effect for [Number] years after the termination of this agreement.

Option B: Recipient may engage with third parties disclosed by Discloser after [Number] days written notice to Discloser.

12. No License or Obligation

Nothing in this Agreement shall be construed as granting Recipient any license, either express or implied, under any patent, copyright, trade secret, or other intellectual property right of Discloser, nor shall it obligate either party to enter into any further agreement or investment.

Option A: Discloser retains all rights to its confidential information.

Option B: The information disclosed is not guaranteed to be accurate or suitable for the purpose intended by Recipient.

13. Non-Solicitation/Non-Contact

During the term of this Agreement and for a period of [Number] years thereafter, Recipient agrees not to solicit or contact any employee, contractor, customer, or business partner of Discloser, within the scope of Indiana’s restraint-of-trade statutes (IC 24-1-2).

Option A: General advertising that is not specifically targeted at Discloser’s employees, contractors, customers, or business partners shall not be considered a violation of this provision.

Option B: Recipient is permitted to contact Discloser's employees, contractors, customers, or business partners for general market research purposes, provided no attempt is made to solicit them to work or do business with Recipient or a competitor of Discloser.

14. Data Protection

To the extent that the Confidential Information includes personal, financial, or medical data, Recipient shall comply with all applicable Indiana-specific regulations and federal standards, noting that Indiana does not have a general data privacy law but referencing observance of federal standards and any sector-specific state rules.

Option A: If the information includes protected health information, Recipient agrees to comply with the requirements of HIPAA.

Option B: [Discloser name] retains ownership of any Personal Information shared, and Recipient must adhere to any explicit data handling instructions they provide.

15. Industry-Specific Regulations

This Agreement is subject to any carve-outs or modifications necessary to comply with specific industry regulations applicable to Discloser or Recipient (e.g., financial, medical, educational) where application to the Indiana context is necessary.

Option A: If Recipient is a registered investment advisor, it shall comply with all applicable SEC regulations.

Option B: If Recipient handles student records, it shall comply with the Family Educational Rights and Privacy Act (FERPA).

16. Amendment

This Agreement may be amended only by a written instrument signed by both parties, referencing Indiana contract norms.

Option A: Amendments must be specifically identified as such and reference this NDA.

Option B: Electronic signatures on amendments shall be deemed valid and binding.

17. Counterparts; 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 deemed valid and binding in accordance with Indiana electronic records law.

Option A: Facsimile signatures shall also be deemed valid.

Option B: Each party shall retain a copy of the signed agreement.

18. Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, as per Indiana contract law. Any attempted assignment in violation of this provision shall be void.

Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Option B: In the event of a merger or acquisition of Recipient, this agreement shall automatically terminate unless otherwise agreed in writing by Discloser.

19. 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.

Option A: The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

Option B: The invalid or unenforceable provision shall be deemed severed from this Agreement, and the remaining provisions shall be construed as if such provision had never been included.

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, consistent with Indiana’s contract integration principles.

Option A: There are no other agreements or understandings between the parties relating to the Confidential Information.

Option B: All exhibits and schedules attached to this Agreement are incorporated herein by reference.

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

Discloser:

[Company Name]

By: [Name]

Title: [Title]

Recipient:

[Investor Name]

By: [Name]

Title: [Title]