A nondisclosure agreement—also known as an NDA, a confidentiality agreement, or a confidential disclosure agreement (CDA)—is a legally enforceable contract between persons or entities who want to share confidential, proprietary information with each other without the other party or parties to the agreement (1) using the information shared for a purpose other than the intended purpose (as defined in the NDA) or (2) sharing the confidential, proprietary information with persons or entities who are not parties to the NDA.

Nondisclosure agreements are generally interpreted and enforced according to the contract law of the state where one or both parties are located, and may governed by the law of the state the parties’ agreed to in a choice of law provision in the NDA.

In Indiana, as in other states, nondisclosure agreements (NDAs) are considered legally binding contracts that are used to protect confidential and proprietary information. The enforceability of an NDA in Indiana is based on general principles of contract law. For an NDA to be enforceable, it must meet the basic requirements of a contract, which include offer, acceptance, consideration, mutual assent, and a legal purpose. The NDA should clearly define what constitutes confidential information, the scope of the confidentiality obligation, the duration of the agreement, and any exclusions from confidential treatment. Indiana courts will enforce NDAs provided they are reasonable in scope and duration, and do not violate public policy. If there is a choice of law provision within the NDA, Indiana courts will typically honor this provision, as long as the chosen law does not contravene a fundamental policy of Indiana. It is advisable for parties to consult with an attorney to ensure that the NDA is drafted properly and to understand the implications of the agreement under Indiana law.