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Indiana Non-Disclosure Agreement Requirements

Effective July 1, 2025, Indiana Senate Enrolled Act 475 does not apply retroactively to agreements entered before that date, and it expressly excepts nondisclosure agreements, capped non-solicitation terms, and bona fide business-sale agreements from the noncompete ban it otherwise imposes between a physician and a hospital, hospital system, hospital parent company, or affiliated manager.

Introduction

Effective July 1, 2025, Indiana Senate Enrolled Act 475 does not apply retroactively to agreements entered before that date, and it expressly excepts nondisclosure agreements, capped non-solicitation terms, and bona fide business-sale agreements from the noncompete ban it otherwise imposes between a physician and a hospital, hospital system, hospital parent company, or affiliated manager. Indiana has no general restrictive-covenant statute reaching other working relationships. Instead, Indiana courts apply a common-law reasonableness test to a non-compete-like restraint and, notably, follow a strict version of the blue pencil doctrine: a court can delete unreasonable language from an overbroad covenant but has no authority to rewrite or add terms to save it, a rule the Indiana Supreme Court reaffirmed in Heraeus Medical, LLC v. Zimmer, Inc. An Indiana NDA is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between the parties. Trade secrets are separately protected under the Indiana Uniform Trade Secrets Act (Indiana Code Sections 24-2-3-1 through 24-2-3-8), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. The practical effect for drafting is to keep any confidentiality definition tied to genuine trade secrets and sensitive information rather than someone's ability to work, since an Indiana court has no power to trim an overreaching clause down to something reasonable, it can only strike it out.

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Key Things to Know

  1. 1

    Indiana has no statute like California's Labor Code Section 2870 carving employee-owned inventions out of an assignment clause; ownership of an invention an employee creates on personal time is governed by the employment agreement's own terms and general contract and common-law doctrine, not a statutory floor.

  2. 2

    Outside that physician-hospital context, Indiana has no general non-compete or restrictive-covenant statute; courts apply a common-law reasonableness test and a strict blue-pencil doctrine that lets a court strike out unreasonable language but never rewrite or add terms to rescue an overbroad clause (Heraeus Medical, LLC v. Zimmer, Inc.), so an overly broad confidentiality definition in an NDA risks being voided outright rather than narrowed.

  3. 3

    Trade secret protection runs through the Indiana Uniform Trade Secrets Act (Indiana Code Sections 24-2-3-1 through 24-2-3-8), separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Indiana generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (Indiana Code Section 24-2-3-7).

  5. 5

    Effective July 1, 2025, Indiana Senate Enrolled Act 475 voids most noncompete agreements between a physician and a hospital, hospital system, hospital parent company, or affiliated manager (Indiana Code Section 25-22.5-5.5); it does not apply retroactively to agreements entered before that date, and it excepts nondisclosure agreements, capped non-solicitation terms, and bona fide business-sale agreements.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Indiana; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    An Indiana court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Indiana, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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INDIANA NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Indiana, and [Party B Name] of [City], Indiana (together, the "Parties") sign this Non-Disclosure Agreement on the terms below.

  1. Purpose. The Parties are entering into or considering [describe business purpose, e.g. a joint venture, acquisition, or vendor relationship], and expect to share Confidential Information with each other in that process.

  2. Definition of Confidential Information. Confidential Information means non-public technical, business, financial, or strategic information a Party discloses to the other, together with any trade secret meeting the definition in Indiana Code Section 24-2-3-2: information deriving independent economic value from not being generally known or readily ascertainable and kept secret through reasonable efforts. That reach has limits: it excludes whatever the receiving Party can show it already had before this Agreement, whatever it works out independently without relying on the disclosure, whatever becomes public through no fault of the receiving Party, and whatever a third party hands over free of any confidentiality string attached.

  3. Obligations. Employees, contractors, and advisors of the receiving Party may see Confidential Information only if they genuinely need it for the purpose above and are themselves bound to confidentiality on terms at least as strict as this one; no one outside that circle sees it without the disclosing Party's prior written consent. The receiving Party also owes the information reasonable care and may not put it to any use beyond the purpose described.

  4. Scope Limitation (Indiana-Specific). Effective July 1, 2025, Senate Enrolled Act 475 added teeth to Indiana Code Section 25-22.5-5.5, voiding outright a noncompete between a physician and a hospital, hospital system, hospital parent, or affiliated manager, while expressly preserving an NDA protecting genuine confidential business information or trade secrets. Outside that physician-hospital relationship, Indiana has no general restrictive-covenant statute: an overbroad confidentiality clause is tested under a common-law reasonableness standard covering scope, geography, and duration, and Indiana's strict blue-pencil rule from Heraeus Medical, LLC v. Zimmer, Inc. lets a court only delete offending language, never rewrite or narrow it into something enforceable. Because an Indiana court cannot save an overbroad clause by trimming it to size, this Agreement reaches only actual trade secrets and genuinely sensitive information, never a Party's general skills, know-how, or professional experience.

  5. Federal Whistleblower Notice. Under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b), a person cannot be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or an attorney solely to report a suspected legal violation, or in a sealed court filing. Congress conditions full access to the Act's remedies on giving this notice, so it stands here as its own section.

  6. Term. This Agreement's confidentiality duties last [X years], counted from signing. A trade secret is the one exception: it stays protected under Indiana law for as long as it actually remains a trade secret, regardless of that [X]-year clock.

  7. Return or Destruction. The receiving Party must give back or destroy every copy of the Confidential Information in its possession, confirming destruction in writing if asked, once the relationship above ends or as soon as the disclosing Party requests it, whichever happens first.

  8. Remedies. If a trade secret is misappropriated, Indiana Code Section 24-2-3-3 lets a court enjoin the actual or threatened misappropriation, and Section 24-2-3-4 lets the disclosing Party recover actual loss, unjust enrichment, or a reasonable royalty; willful and malicious conduct lets a court double that award and, under Section 24-2-3-5, award attorney's fees to the prevailing party. For a lesser breach, the non-breaching Party may still seek an injunction and ordinary contract damages.

  9. Governing Law. Indiana law governs this Agreement. Indiana courts do not automatically apply the law of wherever a contract was signed; since the Indiana Supreme Court's 1945 decision in W.H. Barber Co. v. Hughes, courts here look to the state with the most intimate contact to the transaction, and since both Parties and the relationship above are anchored in Indiana, that state is Indiana.

  10. Miscellaneous. Indiana's own enactment of the Uniform Electronic Transactions Act (Indiana Code Section 26-2-8-101 et seq.) makes an electronic signature just as binding as ink here, backed up by the federal E-SIGN Act (15 U.S.C. Section 7001). If any provision is later found unenforceable, the blue-pencil practice from Section 4 controls how far a court may go: offending words come out, but no court will rewrite or add language to patch the gap, and the rest of the Agreement stays in force. The Parties' mutual promises to disclose and protect Confidential Information are sufficient consideration under ordinary Indiana contract principles.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Indiana Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Indiana Code Section 24-2-3-2)

Defines what counts as confidential information under Indiana law, including trade secrets as defined by the Indiana Uniform Trade Secrets Act: information deriving independent economic value from not being generally known and being the subject of reasonable efforts to maintain secrecy.

Trade Secret Protection (Indiana Code Section 24-2-3-1 et seq., Indiana Uniform Trade Secrets Act)

Addresses trade secret protections under Indiana law, including the reasonable-efforts-to-maintain-secrecy requirement and the chapter's displacement of conflicting prior Indiana law on trade secret misappropriation.

Federal Trade Secret Protection (18 U.S.C. Section 1836, Defend Trade Secrets Act)

Incorporates protections under the federal Defend Trade Secrets Act, which provides an additional federal cause of action and remedies for trade secret misappropriation.

Duration of Confidentiality Obligations (Indiana common-law reasonableness standard for restrictive covenants)

Ties the duration of any restraint-like confidentiality term to Indiana's common-law reasonableness test, which weighs scope of activity, geographic area, and duration together; Indiana has no statute setting a maximum duration, so a court applies this three-factor standard directly rather than a fixed statutory cap.

Whistleblower Protections (18 U.S.C. Section 1833(b), Defend Trade Secrets Act)

Includes the required notice that an individual may not be held liable for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing, as required to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

Injunctive Relief (Indiana Code Section 24-2-3-3)

Allows a court to enjoin actual or threatened trade secret misappropriation, terminate the injunction once the trade secret ceases to exist, extend it for a reasonable period to eliminate any remaining commercial advantage, or condition continued use on a reasonable royalty in exceptional circumstances.

Electronic Signatures (Indiana Code Section 26-2-8-101 et seq., Uniform Electronic Transactions Act, and 15 U.S.C. Section 7001, E-SIGN Act)

Acknowledges the validity of electronic signatures under both Indiana's enactment of the Uniform Electronic Transactions Act and federal law.

Severability (Heraeus Medical, LLC v. Zimmer, Inc., 135 N.E.3d 150 (Ind. 2019))

Indiana's severability practice for an unenforceable restraint is not generic: the Indiana Supreme Court's strict, strike-only blue-pencil rule lets a court delete unreasonable language but never rewrite or add terms to rescue it, so any severability clause here operates within that limit rather than a general contract-common-law default.

Non-Solicitation Provisions (Indiana common-law reasonableness standard for restrictive covenants)

Any non-solicitation provision is enforceable only if reasonable in scope of activity, geographic area, and duration and protects a legitimate business interest; if a court finds it unreasonable, Indiana's strict blue-pencil rule allows deletion of the offending language only, not judicial rewriting to save it.

Remedies for Breach (Indiana Code Section 24-2-3-4)

Specifies damages available for trade secret misappropriation: actual loss, unjust enrichment not already captured in actual-loss damages, a reasonable royalty when neither is provable, and up to double damages for willful and malicious misappropriation.

Attorney's Fees (Indiana Code Section 24-2-3-5)

Allows a court to award reasonable attorney's fees to the prevailing party when a misappropriation claim is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists.

Compliance with Privacy Laws (Indiana Consumer Data Protection Act, Indiana Code Article 24-15, effective January 1, 2026, and the federal Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801 et seq., where applicable)

The Indiana Consumer Data Protection Act, in force since January 1, 2026, governs a covered controller's handling of Indiana consumers' personal data and is the relevant hook if this Agreement's Confidential Information includes personal data generally; the federal Gramm-Leach-Bliley Act additionally applies only if a Party is a financial institution handling nonpublic personal financial information, a narrower federal overlay rather than the primary source of this requirement.

Entire Agreement (Indiana common law on contracts)

States that this Agreement is the complete understanding between the Parties on its subject matter, superseding prior discussions, consistent with Indiana's parol evidence rule.

Modification (Indiana common law on contract modification)

Requires any modification to this Agreement to be in writing and signed by both Parties, consistent with Indiana contract law's general treatment of modification.

Frequently Asked Questions

A Non-Disclosure Agreement in Indiana is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Indiana Uniform Trade Secrets Act (Indiana Code Sections 24-2-3-1 through 24-2-3-8) regardless of what the NDA itself says.

Indiana has no general statute barring non-compete clauses, so a reasonable one can be enforceable outside the physician-hospital context described below. Indiana courts require the restriction to be reasonable in geographic area, duration, and scope of activity, and to protect a legitimate business interest such as trade secrets or customer relationships. If a clause is overbroad, Indiana's strict blue-pencil doctrine lets a court delete the unreasonable language but not rewrite or add terms to fix it, so an NDA's confidentiality definition that functions as an unreasonable restraint risks being struck rather than narrowed.

Yes, since July 1, 2025. Senate Enrolled Act 475 amended Indiana Code Section 25-22.5-5.5 to void, for agreements entered on or after that date, most noncompete agreements between a physician and a hospital, a parent company of a hospital, an affiliated manager, or a hospital system, including provisions that impose financial penalties tied to a physician's decision to keep practicing elsewhere. The law excludes nondisclosure agreements protecting confidential business information or trade secrets, capped non-solicitation provisions, and agreements tied to a bona fide sale of a business the physician majority-owned. Agreements entered before July 1, 2025 are not affected.

A trade secret misappropriation claim under the Indiana Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Indiana Code Section 24-2-3-7). A separate breach-of-contract claim over the NDA itself follows Indiana's ordinary written-contract limitations period.

It depends entirely on what the agreement itself says. Indiana has no statute like California's Labor Code Section 2870 that automatically excludes an invention an employee develops on personal time without employer resources. Whether an Indiana NDA or employment agreement reaches such an invention is a matter of ordinary contract interpretation and general common-law doctrines such as the shop-right rule, not a statutory carve-out, so the assignment clause's actual wording controls.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Indiana; the choice is about which structure matches the actual relationship.

No. An Indiana NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Indiana Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies.