Indiana Non-Disclosure Agreement
The Indiana Non-Disclosure Agreement (also called a “Confidentiality Agreement”) is the official contract used when one entity (person or company) intends to share secretive information with another party, and they want to ensure that the entity learning the information will not share it with anyone outside of the agreement. The form can be used as either a bilateral or unilateral agreement, meaning it can be used in situations where just one (1) party is sharing information (unilateral) as well as in situations with both parties sharing information to each other (bilateral). The form is commonly used in situations such as:
- Potential business mergers,
- Doctor-patient confidentiality,
- Recipes and processes, and
- Protecting newly developed products.
If a party discloses secrets with any unauthorized people, the NDA grants the disclosing party the legal right to fight in court for compensation for any damages caused by the leak.
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 the 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.
Benefits of 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 of the established rules. Below are five (5) benefits of making an NDA:
|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.|