Indiana supplier nda template

Indiana Supplier Non-Disclosure Agreement

This Indiana Supplier Non-Disclosure Agreement (this "Agreement") is made and effective as of [Effective Date], by and between [Company Name], a company organized under the laws of Indiana, with its principal place of business at [Company Address] ("Discloser"), and [Supplier Name], a company organized under the laws of [Supplier State], with its principal place of business at [Supplier Address] ("Recipient").

1. Definition of Confidential Information

Confidential Information means any information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or by any other means, that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:

• Technical data, including designs, drawings, specifications, formulas, and processes.
• Pricing and payment terms applicable to the Discloser.
• Manufacturing processes, including equipment and methods.
• Product specifications, quality control documents, and testing procedures.
• Supplier and customer lists and related information.
• Procurement strategies and related information.
• Inventory data and management practices.
• Bids and proposals related to Discloser's business.
• Logistics information, including shipping and delivery schedules.

2. Exclusions from Confidential Information

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

• Option A: was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient’s written records.
• Option B: is or becomes publicly available without breach of this Agreement by Recipient.
• Option C: is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information, as evidenced by Recipient’s written records.
• Option D: is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser.
• Option E: is required to be disclosed pursuant to a valid order of a court or other governmental authority in Indiana, provided that Recipient provides Discloser with prompt written notice prior to such disclosure (to the extent legally permissible) and makes a reasonable effort to obtain a protective order or other confidential treatment of the information.

3. Use of Confidential Information

Recipient agrees to use the Confidential Information solely for the purpose of evaluating, negotiating, and/or performing the supplier relationship between Discloser and Recipient, including the procurement of goods or provision of services for the Discloser in Indiana (the "Purpose").

• Recipient shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or for the benefit of any third party, without the express written consent of Discloser.

4. Standard of Care

Recipient shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event shall Recipient use less than a reasonable standard of care, consistent with Indiana business standards, to protect such Confidential Information.

• Option A: Recipient shall implement and maintain appropriate physical, administrative, and technical safeguards to protect the confidentiality and security of the Confidential Information, including, but not limited to, access controls, encryption, and data loss prevention measures.
• Option B: If the Recipient has any electronic access to confidential information, then the Recipient shall comply with all applicable Indiana data protection laws.

5. Disclosure to Representatives

Recipient may disclose the Confidential Information only to its representatives (i.e., employees, agents, affiliates, and subcontractors) who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

• Option A: Recipient shall be responsible for any breach of this Agreement by its representatives.

6. Term and Survival

This Agreement shall commence on the Effective Date and shall continue for the term of the supplier relationship between Discloser and Recipient. The obligations of confidentiality under this Agreement shall survive the termination of the supplier relationship for a period of [Number] years.

• Option A: Notwithstanding the above, with respect to trade secrets under the Indiana Uniform Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information qualifies as a trade secret under Indiana law.

7. Return of Confidential Information

Upon the termination of the supplier relationship or upon Discloser’s written request, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.

• Option A: Alternatively, at Discloser’s option, Recipient shall destroy all Confidential Information and certify such destruction in writing to Discloser.

8. Notice of Unauthorized Disclosure

Recipient shall immediately notify Discloser upon becoming aware of any unauthorized disclosure, loss, or breach of the Confidential Information. Recipient shall fully cooperate with Discloser in investigating and mitigating any such unauthorized disclosure, loss, or breach.

• Option A: If the confidential information contains personally identifiable information, the Recipient shall also comply with all notification duties under Indiana's data breach laws.

9. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek temporary, preliminary, and permanent injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity, including monetary damages, recovery of profits, indemnification, and liquidated damages (if any).

• Option A: Recipient agrees to indemnify and hold Discloser harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient’s breach of this Agreement.

10. No License

Nothing in this Agreement shall be construed as granting Recipient any license or right to use the Confidential Information for any purpose other than the Purpose. All rights in and to the Confidential Information shall remain the exclusive property of Discloser.

• Option A: This agreement shall not create any claim to Discloser's intellectual property including trade secrets as defined by Indiana Code 24-2-3.

11. Non-Circumvention and Non-Solicitation

During the term of the supplier relationship and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, contact or transact with any of Discloser’s customers, employees, or business partners revealed to Recipient through the Confidential Information, without Discloser’s prior written consent.

12. Dispute Resolution

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

• Option A: First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Option B: If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in [City, Indiana].
• Option C: If the dispute is not resolved through mediation, the parties shall submit the dispute to binding arbitration in [City, Indiana], in accordance with the rules of the American Arbitration Association.
• Option D: Alternatively to Options A, B, and C, any legal suit, action, or proceeding arising out of or relating to this agreement may be instituted in the federal or state courts located in [County Name, Indiana].

13. Governing Law

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.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. No Partnership

Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

16. Amendment

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

17. 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.

18. 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 signed copy of this Agreement transmitted electronically shall have the same legal effect as an original signed copy. The parties agree that the Indiana Uniform Electronic Transactions Act applies to this agreement.

[Company Name]

By: [Name]

Title: [Title]

[Supplier Name]

By: [Name]

Title: [Title]