Printable Non-disclosure Agreement Document for Indiana

Indiana Non-disclosure Agreement (NDA)

This Non-disclosure Agreement ("Agreement") is made effective as of [Date], by and between [Disclosing Party's Name], with a principal place of business located at [Disclosing Party's Address], (the "Disclosing Party"), and [Receiving Party's Name], with a principal place of business located at [Receiving Party's Address], (the "Receiving Party").

WHEREAS, the Disclosing Party possesses certain information related to [Describe the subject or nature of the information], which is considered by the Disclosing Party to be proprietary and confidential (the "Confidential Information");

AND WHEREAS, the Receiving Party desires to receive disclosure of the Confidential Information for the purpose of [Describe the purpose of disclosure];

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information: As used in this Agreement, "Confidential Information" refers to all information disclosed by the Disclosing Party to the Receiving Party which is marked as confidential or would reasonably be considered as confidential under the circumstances. This may include, but is not limited to, business processes, client lists, technical data, and trade secrets.
2. Exclusions from Confidential Information: Information is not considered Confidential Information if it is (a) already publicly known at the time of disclosure through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Use of Confidential Information: The Receiving Party agrees to use the Confidential Information solely for the purpose of [Insert Purpose] and not for any other purpose without the prior written consent of the Disclosing Party.
4. Obligations of Receiving Party: The Receiving Party agrees to keep the Confidential Information confidential and to take all necessary precautions to protect such information. The Receiving Party will not disclose, publish, or otherwise make the information available to any third party without the prior written consent of the Disclosing Party.
5. Term: The obligations of this Agreement shall remain in effect for a period of [Insert Term/Years] from the date of disclosure of the Confidential Information.
6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any principles of conflicts of law.
7. Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
8. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Non-disclosure Agreement as of the date first above written.

Disclosing Party:

_________________________________
[Name]
[Title]

Receiving Party:

_________________________________
[Name]
[Title]