Non-Disclosure Agreement - Mutual (Indiana)

Indiana Mutual Non-Disclosure Agreement

Use this form only after counsel identifies the transaction, the information each side will disclose, the people who need access, and the appropriate confidentiality period. Confidential information under a contract is not automatically a statutory trade secret.

1. Parties and Purpose

This Mutual Non-Disclosure Agreement (the "Agreement") is entered as of [DATE] by and between:

• [PARTY A FULL LEGAL NAME], a [STATE AND ENTITY TYPE], with an address at [ADDRESS] ("Party A"); and
• [PARTY B FULL LEGAL NAME], a [STATE AND ENTITY TYPE], with an address at [ADDRESS] ("Party B").

The parties expect to exchange information solely to evaluate or carry out [DESCRIBE THE PROJECT OR TRANSACTION] (the "Purpose"). A party disclosing information is a "Disclosing Party"; a party receiving it is a "Receiving Party."

The parties agree that their mutual promises are sufficient consideration for this Agreement.

2. Confidential Information

"Confidential Information" means nonpublic information disclosed for the Purpose that:

• is marked or identified as confidential when disclosed; or
• because of its nature and the circumstances of disclosure, a reasonable recipient would understand to be confidential.

It may include business plans, pricing, forecasts, customer or supplier information, product plans, designs, software, security information, research, methods, and information received from another person under a duty of confidence.

Choose an oral-disclosure rule:

• ☐ Oral and visual disclosures are protected without later confirmation.
• ☐ They are protected only if identified as confidential when disclosed and summarized in writing within [NUMBER] days.

Information is a "Trade Secret" only while it independently satisfies the definition under applicable trade-secret law. Labeling information confidential does not by itself make it a Trade Secret.

3. Exclusions

Confidential Information does not include information the Receiving Party can establish through records:

• was lawfully known to it without a confidentiality duty before disclosure;
• becomes public through no breach of this Agreement;
• is lawfully received from another source without a confidentiality duty;
• is independently developed without use of the Disclosing Party's Confidential Information; or
• is released with the Disclosing Party's written approval.

4. Receiving Party's Duties

The Receiving Party shall:

• use Confidential Information only for the Purpose;
• protect it with at least the care used for its own similarly sensitive information and no less than reasonable care;
• disclose it only to its employees, officers, directors, attorneys, accountants, consultants, financing sources, and affiliates who need it for the Purpose ("Representatives");
• ensure that each Representative receiving it is bound by law, professional duty, or written obligation to protect it; and
• be responsible under this Agreement for a Representative's use or disclosure as if it were the Receiving Party's own.

The Receiving Party shall promptly notify the Disclosing Party after discovering a material unauthorized use or disclosure and reasonably cooperate in limiting further disclosure.

5. Required Disclosure

If law, subpoena, court order, or governmental demand requires disclosure, the Receiving Party may disclose the required portion. To the extent legally permitted, it shall give prompt notice so the Disclosing Party may seek a protective order or other relief, and it shall reasonably cooperate at the Disclosing Party's expense.

This section does not restrict a disclosure protected by Section 11.

6. Return or Destruction

Upon written request, the Receiving Party shall promptly return or destroy Confidential Information in its possession or control and, on request, confirm completion in writing.

The Receiving Party may retain:

• copies required by law or bona fide record-retention policy; and
• information contained in routine backups that is not readily accessible in ordinary operations.

Retained information remains subject to this Agreement and may not be used for another purpose.

7. Ownership; No Transaction Commitment

Each Disclosing Party retains its rights in its Confidential Information. Disclosure grants no license or other intellectual-property right except the limited right to evaluate or carry out the Purpose.

Unless the parties sign a separate definitive agreement, neither party is required to proceed with a transaction, and Confidential Information is provided without a warranty of accuracy or completeness. This paragraph does not disclaim a promise stated in a later definitive agreement.

8. Duration

This Agreement begins on the effective date and continues until [DATE / EVENT / NUMBER OF YEARS], unless ended earlier by written notice.

For Confidential Information that is not a Trade Secret, the duties of nonuse and confidentiality continue for [NUMBER] years after disclosure or termination, whichever is later. For a Trade Secret, those duties continue only while the information qualifies for protection under applicable trade-secret law.

9. Remedies

A party may seek any remedy available under the Agreement and applicable law. Under Indiana's Uniform Trade Secrets Act, actual or threatened misappropriation may be enjoined, damages may be available, and a court may award attorney's fees only in the circumstances stated by statute.

No party is automatically entitled to an injunction, specific performance, attorney's fees, or waiver of security merely because this Agreement says a breach may cause harm. The court or arbitrator decides entitlement under the governing law and selected dispute procedure.

Choose one contractual fee rule:

• ☐ Each party bears its own attorney's fees and costs except when a statute or court order provides otherwise.
• ☐ The substantially prevailing party may recover reasonable attorney's fees and costs, subject to applicable law.

10. Governing Law and Disputes

Indiana law governs this Agreement, without applying a rule that would select another jurisdiction's law.

Counsel must select and complete one route; delete the other:

Option A — Court

The state and federal courts with subject-matter jurisdiction located in [COUNTY], Indiana are the exclusive forum. Each party consents to personal jurisdiction and venue there.

Jury trial: ☐ no waiver ☐ waiver drafted by counsel after reviewing enforceability and transaction context.

Option B — Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [PROVIDER] under [NAMED RULES] before [ONE / THREE] arbitrator(s) in [CITY, COUNTY], Indiana. The parties may seek temporary relief from a court with jurisdiction to preserve the status quo pending appointment of the arbitrator. Judgment on the award may be entered in a court with jurisdiction.

11. Protected Disclosures and DTSA Notice

Nothing in this Agreement prohibits or restricts a person from reporting a suspected legal violation to a government agency or official, communicating with an attorney, making a protected whistleblower disclosure, participating in a government investigation, or making another disclosure protected by law. No prior notice to either party is required for a protected disclosure.

Include the following notice when this Agreement governs an individual's use of trade secrets or confidential information in work as an employee, contractor, or consultant:

An individual will not be held criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret that is (1) made in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law; or (2) made in a complaint or other document filed under seal in a lawsuit or other proceeding.

An individual who files a retaliation lawsuit for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the proceeding if the individual files every document containing the trade secret under seal and does not otherwise disclose the trade secret except under court order.

This notice does not authorize unlawful access to material or another act prohibited by law.

12. General Terms

• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, reorganization, or sale of substantially all assets related to the Purpose, if the successor assumes this Agreement in writing.
• No agency. This Agreement does not create a partnership, joint venture, employment, fiduciary, or agency relationship.
• Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes earlier discussions and understandings on that subject.
• Amendment and waiver. An amendment or waiver must be in a writing signed by the party against whom it is asserted. A waiver on one occasion is not a waiver on another.
• Severability. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law. A court may not rewrite a restriction more broadly than applicable law permits.
• Notices. Formal notices must be sent to the addresses below by [APPROVED DELIVERY METHODS] and are effective [WHEN RECEIVED / OTHER RULE].
• Counterparts. The parties may sign separate counterparts, which together form one agreement.

13. Signatures

Notice Addresses

Party A: [ADDRESS AND EMAIL]

Party B: [ADDRESS AND EMAIL]