Indiana Non-Disclosure Agreement
The Indiana Non-Disclosure Agreement (frequently called a “Confidentiality Agreement”) is a contract used when one (1) party called the Disclosing Party will be sharing secret information (“Trade Secrets”) with another party called the Receiving Party. It serves to prevent the Receiving Party from sharing the learned secrets with anyone outside of the agreement. NDAs are implemented in a wide range of situations, including:
- Potential business mergers,
- Doctor-patient confidentiality,
- Recipes and processes, and
- Protecting newly developed products.
If the Receiving PArty discloses the secrets with any other unauthorized people, the NDA grants the Disclosing Party the legal right to fight in court for compensation for any damages caused by the leak. Below is a brief overview of Indiana’s Trade Secret Law and a how-to for completing the NDA.
Benefits of Making an NDA
There are many benefits to making an NDA. They range from providing clarity to both parties about the terms of the disclosure, to enhancing compliance. The table below highlights five (5) benefits of making an NDA:
5 Non-Disclosure Agreement (NDA) Benefits
|Explanation of the Benefit|
|Benefit #1||Both parties are clear about what information may or may not be disclosed.|
|Benefit #2||A standard NDA can be easily tailored to suit the particular needs of the parties involved.|
|Benefit #3||The Disclosing Party has the peace of mind that there are legal measures in place to help enhance compliance.|
|Benefit #4||The NDA provides a means of informing the Receiving Party of the terms of the disclosure so that they are aware of their respective rights and responsibilities.|
|Benefit #5||If the Receiving Party breaches the NDA, the Disclosing party may pursue damages as per the terms of the agreement.|
Trade Secret Law
Indiana’s Trade Secret Act (24-2-3), covers how misappropriation is handled in the court of law. Misappropriation is a term used to describe when someone breaches an NDA by disclosing information that is covered under a given NDA. Given the importance of complying with state laws on the matter, it is strongly recommended that anyone who is drafting or entering into a Confidentiality Agreement familiarize themselves these laws, which are highlighted below.
- § 24-2-3-1: States what the act should be cited as.
- § 24-2-3-2: Defines the most commonly used terms in the Act.
- § 24-2-3-3: States exceptional circumstances regarding injunctions.
- § 24-2-3-4: Describes the situations which garner having the complainant recover damages from misappropriation
- § 24-2-3-5: Clarifies when the court will pay the winning party’s attorney’s fees.
- § 24-2-3-6: States what the court will do to ensure the trade secret is kept confidential
- § 24-2-3-7: Sets the maximum time that can pass before an act of misappropriation can be brought up.
- § 24-2-3-8: States that any cases of misappropriation before September 1st, 1982 are not covered by the Chapter.
How to Write
Step 2 – Once a copy of the NDA is obtained, both parties should work their way through it and make any necessary edits. If edits are needed, the Word version is recommended. If no edits are needed, the PDF version will be the most user-friendly. Once all the conditions of the contract are agreed upon, proceed the Step 3.
Step 3 – Now, the form can be filled out. First, enter the Date that the contract will be going into effect. Next, write the Name and Address of the Disclosing Party, followed by Name and Address of the Receiving Party.
Step 4 – Finally, at the bottom of the contract, both parties should write their full Printed Names, their Titles, and the Dates they are signing the agreement. They must then Sign their respective names at the top of the table. The contract will come into effect once the form bears the signatures of both parties and all other mandatory sections of the form have been completed.