Indiana partnership nda template

Indiana Partnership Confidentiality and Non-Disclosure Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1"; and
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2"; and
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3"; and
• Any other individuals or entities that become partners in [Partnership Name], an Indiana partnership, hereinafter collectively referred to as "Partners."

This Agreement is governed by the laws of the State of Indiana and applies to the [Partnership Name].

1. Definition of Confidential Information

Confidential Information means any and all information, documents, data, and materials, whether oral, written, electronic, or visual, disclosed by or on behalf of the Partnership or any Partner to another Partner or party, relating to the Partnership and its business, including but not limited to:

• Financial statements, capital contributions, profit and loss details
• Partnership agreements and amendments
• Business strategies, client and supplier data
• Employee and contractor information
• Partnership meeting minutes
• Trade secrets, intellectual property developed within or owned by the Partnership
• Potential merger, acquisition, or succession discussions
• Any information or documents (oral, written, electronic, or visual) disclosed in relation to partnership operations, employment, or service arrangements.

2. Exclusions from Confidential Information

The obligations under this agreement shall not apply to the following information:

• Information that is or becomes publicly available through no fault of the Receiving Partner.
• Information that was already known to the Receiving Partner prior to its disclosure by the Disclosing Partner and that was not subject to any confidentiality obligation.
• Information that is independently developed by the Receiving Partner without use of or reference to the Disclosing Partner's Confidential Information.
• Information required to be disclosed by law or court order.
  • If a Partner is required to disclose Confidential Information pursuant to a legal requirement:
  • Option A: The Partner shall provide prompt written notice to the other Partners.
  • Option B: The Partner shall cooperate with the other Partners to obtain a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Partners may use Confidential Information solely for purposes related to their role in the management or operation of the Partnership.

• This includes:
  • Managing Partnership Business
  • Preparing Tax Filings
  • Fulfilling Partnership Duties
• This excludes:
  • Use for personal gain
  • Use for competing ventures
  • Any unrelated business activity

4. Restrictions on Disclosure

Partners shall not disclose Confidential Information to any third party without the prior written consent of all other Partners.

• Exceptions:
  • Disclosure to employees, agents, or consultants who have a need to know, and who are bound by written confidentiality obligations at least as restrictive as those contained herein.
  • Disclosure required by law or court order, as set forth in Section 2.

5. Safeguards

Partners shall implement and maintain reasonable physical, technical, and administrative safeguards to protect the confidentiality of the Confidential Information, consistent with Indiana and Federal standards for privacy and security.

• These safeguards include:
  • Secure Storage
  • Controlled Access
  • Encryption
  • Password Protection
  • Prohibition of unauthorized copying or removal of documents
  • Mandatory return or destruction of all materials upon termination or request.

6. Duration of Confidentiality Obligations

The obligations of confidentiality under this Agreement shall continue during the term of the Partnership and for a period of [Number] years after the termination of a Partner's involvement in the Partnership or the dissolution of the Partnership, whichever occurs later.

• For trade secrets, the obligations shall continue as long as the information remains a trade secret under the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3.

7. Notification of Breach

Partners shall immediately notify the other Partners upon becoming aware of any suspected or actual breach of this Agreement or unauthorized disclosure of Confidential Information.

• The notification should include:
  • Details of the breach or unauthorized disclosure
  • Steps taken to contain the breach and prevent further disclosure
  • Cooperation with other Partners in remediation.

8. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching Partners shall be entitled to all available remedies, including:

• Compensatory and consequential damages
• Liquidated damages in the amount of [Dollar Amount] (if appropriate and enforceable under Indiana law).
• Injunctive relief, without the need to prove actual damages.
• Indemnification for losses suffered by the Partnership or individual Partners.

9. Dispute Resolution

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

• First, the Partners shall attempt to resolve the dispute through good-faith negotiation.
• If negotiation is unsuccessful, the Partners may submit the dispute to non-binding mediation by a mediator agreed to by the parties.
• If mediation is unsuccessful, the dispute shall be resolved by arbitration in [City], Indiana, in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Alternatively, partners can choose to resolve the dispute through litigation in [County] County, Indiana.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

10. Compliance with Indiana Law

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Indiana, including but not limited to:

• Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3
• Indiana partnership statutes (Title 23, Article 4)
• Relevant federal regulations (when handling personal, financial, or healthcare data)
• Industry-specific regulatory requirements.

11. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: This Agreement may be amended only by a written instrument signed by all Partners.
• Assignment: This Agreement may not be assigned or transferred by any Partner without the prior written consent of all other Partners.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

12. 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. This NDA is supplemental to and does not supersede other partnership or employment agreements, unless expressly stated.

13. Non-Partner Recipients

Any non-partner recipients (vendors, advisers, or employees) bound under the NDA will be identified in attached schedules or exhibits, with proportional obligations and direct liability for compliance. Exhibit A lists all the non-partner recipients bound to this agreement.

14. Indiana Considerations

This agreement adheres to Indiana contract formation principles (offer, acceptance, consideration) and strives to avoid unreasonable or overbroad clauses that may render restrictions void as contrary to Indiana public policy. Non-competition covenants, if included elsewhere, comply with Indiana’s limited case law regarding reasonableness, scope, and protectable interests.

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

____________________________
[Partner 1 Name]

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[Partner 2 Name]

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[Partner 3 Name]