Indiana nda template

Indiana Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Disclosing Party Address] (the "Disclosing Party"), and
• [Receiving Party Name], a [Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Receiving Party Address] (the "Receiving Party").

WHEREAS, the Disclosing Party possesses certain confidential information that it desires to disclose to the Receiving Party; and

WHEREAS, the Receiving Party desires to receive such confidential information subject to the terms and conditions of this Agreement.

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

Confidential Information

• Option A: "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, 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.
• Option B: "Confidential Information" shall mean only that information specifically identified in writing by the Disclosing Party as "Confidential" prior to or within [Number] days after disclosure.

Verbal Disclosures:

• Option A: Verbal disclosures shall be considered Confidential Information only if summarized in a written document and delivered to the Receiving Party within [Number] days of the verbal disclosure.
• Option B: Verbal disclosures shall not be considered Confidential Information unless they are contemporaneously documented in writing and agreed upon by both parties.

Exclusions from Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes publicly known through no fault of the Receiving Party;
  • was rightfully in the Receiving Party's possession prior to its disclosure by the Disclosing Party;
  • is rightfully disclosed to the Receiving Party by a third party without restriction; or
  • is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Option B: The obligations of confidentiality apply to all information disclosed, irrespective of other sources except for prior, lawful, unrestricted possession by the Receiving Party, demonstrably provable through pre-existing documentation.

Obligations of Receiving Party

The Receiving Party shall:

• protect the Confidential Information from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
• not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Agreement;
• not use the Confidential Information for any purpose other than [Permitted Purpose, e.g., evaluating a potential business transaction, employment consideration];
• not copy, reverse engineer, disassemble, or decompile any Confidential Information without the Disclosing Party's prior written consent.

Permitted Use

• Option A: The Confidential Information may be used solely for the purpose of [Specific Purpose].
• Option B: The Receiving Party may use the Confidential Information for internal evaluation purposes only. No commercial use is permitted without express written consent.

Disclosure to Affiliates/Employees/Contractors

• Option A: The Receiving Party may disclose the Confidential Information to its employees, contractors, and representatives who have a need to know such information for the Permitted Purpose, provided that such individuals are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Option B: No disclosure to any third party, including affiliates, employees, or contractors is permitted without the Disclosing Party's prior written consent.

Term of Confidentiality & Agreement

The obligation to maintain the confidentiality of the Confidential Information shall continue for a period of [Number] years from the date of this Agreement.

This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of [Number] years.

Governing Law and Jurisdiction

• Option A: 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 parties agree that 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.
• Option B: This Agreement shall be governed by and construed in accordance with the laws of the United States, and where applicable, the laws of the State of Indiana.

Equitable Relief

The parties agree that money damages may not be a sufficient remedy for any breach or threatened breach of this Agreement by the Receiving Party. The Disclosing Party shall be entitled to seek injunctive relief and specific performance, without the necessity of posting a bond, to prevent any breach or threatened breach of this Agreement. The Receiving Party waives any right to object to the granting of such relief.

Remedies and Liability

In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to recover:

• Option A: Actual damages.
• Option B: Consequential damages.
• Option C: Reasonable attorney's fees and costs.
• Option D: Specific performance.

Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall:

• Option A: Immediately notify the Disclosing Party in writing prior to making such disclosure and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option B: Be entitled to disclose the Confidential Information, without providing prior notice, if failure to disclose would result in immediate and significant penalty.

Return or Destruction of Confidential Materials

Upon the expiration or termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall:

• Option A: Promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Promptly destroy all Confidential Information in its possession or control, including all copies thereof, and certify in writing to the Disclosing Party that such destruction has been completed.

No License Granted

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Disclosing Party's intellectual property. The Disclosing Party retains all ownership rights to the Confidential Information and any related intellectual property.

No Obligation to Proceed

• Option A: Nothing in this Agreement shall obligate either party to enter into any further agreement or business relationship.
• Option B: This agreement creates no obligation to negotiate or conduct business, but merely defines treatment of confidential information in the event of such discussions.

Mutual/Unilateral NDA

• Option A: This is a mutual Non-Disclosure Agreement. Both parties may disclose confidential information to each other.
• Option B: This is a unilateral Non-Disclosure Agreement. Only the Disclosing Party will disclose confidential information to the Receiving Party.

Export Control/Legal Compliance

• Option A: The Receiving Party acknowledges that the Confidential Information may be subject to export control laws and regulations. The Receiving Party shall comply with all applicable export control laws and regulations.
• Option B: No export or other legal compliance obligations are assumed by the Disclosing Party. The Receiving Party bears all responsibility.

Successors and Assigns

• 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: This Agreement may not be assigned by either party without the prior written consent of the other party.

Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

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. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect. This Agreement will be interpreted and enforced according to the Indiana "blue pencil doctrine."

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.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon deposit with a reputable overnight courier service; (c) upon deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; or (d) by email transmission with confirmation of receipt, addressed as follows:

• If to the Disclosing Party: [Disclosing Party Notice Address], Email: [Disclosing Party Email]
• If to the Receiving Party: [Receiving Party Notice Address], Email: [Receiving Party Email]

Indiana-Specific Considerations

This Agreement is intended to comply with Indiana law. To the extent that any provision of this Agreement is deemed overly broad or unenforceable under Indiana law, including with respect to non-compete or non-solicitation provisions (if any), the parties intend that such provision be modified by a court of competent jurisdiction to the extent necessary to render it enforceable under Indiana law, while preserving the parties' original intent to the greatest extent possible.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in [City, State].
• Option B: The parties agree to attempt to resolve any dispute arising out of or relating to this agreement through non-binding mediation before resorting to litigation. The mediation shall be conducted in [City, State].

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

____________________________

[Disclosing Party Name]

By: [Disclosing Party Authorized Signatory Name]

Title: [Disclosing Party Authorized Signatory Title]

____________________________

[Receiving Party Name]

By: [Receiving Party Authorized Signatory Name]

Title: [Receiving Party Authorized Signatory Title]