Indiana Non-Disclosure Agreement

The Indiana Non-Disclosure Agreement (frequently called a “Confidentiality Agreement”) is a contract used when one (1) party will be sharing secret information (“Trade Secrets”) with a second (2nd) party, and would like to prevent that party from sharing the learned secrets with anyone outside of the agreement. NDA’s are implemented in a wide range of situations, including potential business mergers, doctor-patient confidentiality, recipes and processes, and protecting newly developed products. In the case breach of contract occurs (the party learning the secret shares it with outsiders), the disclosing party can fight in court for compensation for any damages caused by the leaked secret. Below is a brief overview of Indiana’s Trade Secret Law and a how-to for completing the NDA.

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Trade Secret Law

Indiana’s Trade Secret Act (24-2-3), covers how misappropriation is handled in the court of law and is useful information for those drafting or entering into a Confidentiality Agreement. Below is a section by section breakdown of the law to aid in your understanding:

  • § 24-2-3-1 States what the act should be cited as
  • § 24-2-3-2 Definitions of the most commonly used terms
  • § 24-2-3-3 Exceptional circumstances regarding injunctions
  • § 24-2-3-4 Situations which garner having the complainant recover damages from misappropriation
  • § 24-2-3-5 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 The maximum time that can pass before an act of misappropriation can be brought up
  • § 24-2-3-8 Says any cases of misappropriation before September 1st, 1982 are not covered by the Chapter

How to Write

Step 1 – Download the contract in one of two formats – Adobe PDF or Microsoft Word.

Step 2 – Before entering any information, have the parties go through the contract and make any changes as necessary. For making edits to the form, the Word version is recommended. If leaving the form in its current state, the PDF version will provide to be the most user-friendly. Once all the conditions of the contract are agreed upon, head to the third (3) step.

Step 3 – At the top of the contract, enter the Date that the contract will be going into effect. Starting with the Disclosing Party (those sharing the secrets), write the Name of the individual or company followed by their Address. Repeat this process for the Receiving Party (the company or individual learning the secrets).


Step 4 – For the last step, head to the bottom of the contract. Here, both parties will need to write their full Printed Names, their Titles within the companyand the Dates they are signing the agreement. Finally, at the top of the table, have both parties Sign their names. After the signatures have been recorded, the contract will be in full effect.