Indiana mutual nda template

Indiana Mutual Non-Disclosure Agreement (NDA)

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

[Party A Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Party A Address] ("Party A").

[Party A Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Party A Address] ("Party A").

Each of Party A and Party B may be referred to individually as a “Party” and collectively as the “Parties.”

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), 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. Confidential Information includes, but is not limited to:

Business plans and strategies

Development data

Technical know-how

Specifications

Prototypes

Customer and vendor lists

Pricing

Financial records

Operational procedures

Marketing strategies

Software source code

Inventions

Processes

Formulas

Designs

Exclusions from Confidentiality

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

Is already publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the Receiving Party.

Is already lawfully possessed by the Receiving Party prior to its disclosure by the Disclosing Party.

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure.

Is required to be disclosed by Indiana law, subpoena, court order, or other competent governmental authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, and cooperates with the Disclosing Party in such efforts.

Permitted Purpose

The Confidential Information shall be used by the Receiving Party solely for the purpose of:

Option A: Evaluating potential mutual business interests.

Option B: Evaluating a proposed transaction.

Option C: Performing a defined service relationship.

Option D: Undertaking a defined project with the following scope: [Project Scope Description].

The Receiving Party shall not use the Confidential Information for any purpose other than the Permitted Purpose without the Disclosing Party's prior written consent.

Mutual Obligations

Each Party acknowledges that it may be both a Disclosing Party and a Receiving Party under this Agreement, and each Party shall treat the other Party's Confidential Information with the same degree of care as it treats its own confidential information.

Recipient's Obligations

The Receiving Party shall:

Protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but no less than reasonable care.

Implement and maintain appropriate physical, administrative, and technical safeguards to prevent unauthorized access to or disclosure of the Confidential Information.

Restrict access to the Confidential Information to its employees, affiliates, agents, and subcontractors who have a need to know the Confidential Information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, and any such disclosure shall be subject to a written agreement containing confidentiality obligations at least as protective as those contained in this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years (the "Term"). The confidentiality obligations regarding trade secrets, as defined under Indiana law (IC 24-2-3), shall continue indefinitely. Obligations regarding other Confidential Information shall continue for [Number] years following termination of this Agreement or completion of the Permitted Purpose, whichever is later.

Either Party may terminate this Agreement upon [Number] days written notice to the other Party. Termination shall not relieve the Receiving Party of its obligations to protect the Confidential Information as set forth herein.

Return or Destruction of Confidential Information

Upon termination of this Agreement, completion of the Permitted Purpose, or at the Disclosing Party's request, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including, without limitation, documents, drawings, specifications, and data, and all copies thereof, or, at the Disclosing Party's option, destroy such materials and provide the Disclosing Party with written certification of such destruction.

Notification of Breach

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any actual or suspected breach of this Agreement, including, without limitation, any loss, unauthorized access, or disclosure of the Confidential Information. The Receiving Party shall fully cooperate with the Disclosing Party in any investigation or remedial efforts related to such breach.

Remedies

The Parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity. The Receiving Party shall indemnify and hold the Disclosing Party harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

Dispute Resolution

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the Parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Indiana, and the Parties hereby consent to the jurisdiction of such courts. 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.

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.

No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof.

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.

Amendment

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

No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right in or to the Disclosing Party's Confidential Information or intellectual property.

Indiana Uniform Trade Secrets Act

The Parties acknowledge and agree that the Indiana Uniform Trade Secrets Act (IC 24-2-3) applies to this Agreement. "Trade Secret" shall have the meaning ascribed to it in IC 24-2-3-2. The confidentiality obligations regarding Trade Secrets shall continue indefinitely. Nothing in this Agreement shall be construed to limit any rights or remedies available under the Indiana Uniform Trade Secrets Act. The parties acknowledge the immunity provisions for whistleblower reporting of unlawful conduct as provided under the Defend Trade Secrets Act and other applicable laws.

No Employment or Partnership

Nothing in this Agreement shall be construed as creating an employment, partnership, joint venture, or agency relationship between the Parties.

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

[Party A Legal Name]

By: [Party A Authorized Representative Name]

Title: [Party A Authorized Representative Title]

[Party B Legal Name]

By: [Party B Authorized Representative Name]

Title: [Party B Authorized Representative Title]