Using a Non-Disclosure Agreement in Indiana
A confidentiality agreement (CA) or a non-disclosure agreement (NDA) is a legal written contract that establishes a contractual and a confidential relationship between an employer and an employee. The contract lays out the binding terms and the conditions which forbid the employee from divulging the details of the NDA, the proprietary and confidential information as well as trade secrets.
Often, a confidentiality agreement in Indiana will be in effect for as long as the employee is working for the employer and a specific duration after the termination of employment. In most cases, the period during which the NDA remains effective after the termination of employment or after an employee resigns will vary from 1 to 3 years.
But, NDAs are not restricted to use by employers seeking to protect their trade secrets. The document could also be created for other uses.
Which are the other uses of an NDA?
Interviews involving management and senior-level jobs. It comes in handy especially when sensitive information is discussed and so, the candidates are required to sign the NDA before the interview is conducted.
Discussions with independent contractors or consultants about products or issues that could arise from contractual work or when the contractual work involves learning about the company's trade secrets or confidential information. The consultants or contractors will be required to sign the NDA before starting any discussions or work.
In mergers or takeovers where a company or stocks is going to the market. Since such details are sensitive, all the parties involved in the process will be required to sign the NDA. Doing this ensures due diligence, and it prevents direct competitors from acting on leaked information to the disadvantage of the disclosing company.
Once signed, the NDA will protect all the business secrets unknown to the public or competitors like marketing plans and strategies, customer lists and any other proprietary information.
The essential contents of an NDA
To create an NDA, the first step involved is to download a free Indiana non-disclosure agreement form and the fill it out with all the relevant details. The most important elements or clauses of the NDA include:
Definition of the information that is regarded as confidential
The obligations of the parties: This section notes that the signer (receiving party) will not and cannot divulge the confidential information of the company. A customer could also supply the information, the same way an employer or a supplier could and the receiving party must promise to keep the information a secret by signing the NDA.
Exclusions - this is the information that is not regarded to be a secret that should be protected because the information is available in the public domain or because the receiving party has legitimate knowledge of the information before the revelation by the disclosing party and before signing the document.
The NDA must have the length of time during which an employee may not reveal the trade secrets in the NDA or work for the competition once they leave employment. Doing this ensures that the competition does not benefit from the information obtained from the competition, now the former employer. In other cases, the agreement will prohibit an employee from seeking employment in the same industry for up to 2 years. This length of time varies depending on the industry and the profession.
Note that using a CA, a company gets the power to claim control and ownership of material that is invented, written, developed, produced or invented in the time that the employee worked for the company.
It should also be noted that the free non-disclosure agreement in Indiana should have a clause that provides for the employer to grant permission or sign off on receiving party to share or use the proprietary information as well as the permission granted does not result in a potential loss.
The final, most important element of the NDA is the dated signatures of the disclosing and the receiving parties.
The other document that creates a contractually binding arrangement
Non-competes are legal contracts that forbid an employee from working in the same industry as their employer after they leave employment, soliciting employees (non-solicitation agreement), or even starting a company that uses the trade secrets obtained from the former employer.
In most cases, non-competes are effective for between 6 months and 2 years after an employee leaves employment, but the courts have to determine whether the conditions of the non-compete are reasonable or not.
The courts will also consider the consideration form the contractual relationship. The state accepts an initial employment offer or an offer of continued employment as sufficient consideration for keeping trade secrets.
Are you looking for help with confidentiality agreements in Indianapolis, Evansville, Lafayette, Bloomington, Fort Wayne, Terre Haute, Gary, Muncie, Carmel, Kokomo or any other city in Indiana? How about you download a free non-disclosure agreement form from us today?