Indiana Non-Disclosure Agreement (NDA) Review
Indiana adopted the Uniform Trade Secrets Act at Ind. Code 24-2-3, and its courts have a reputation for reading restrictive covenants strictly against the employer. Indiana has not passed a statute limiting confidentiality in harassment or discrimination settlements as of 2026. For most Indiana NDAs, the interesting questions are how broadly confidential information is defined and whether a non-solicit has been tucked into the agreement.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Indiana
Indiana protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Enforceable if reasonable, but courts construe them strictly against the employer. Physician non-competes are restricted.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Indiana also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Indiana's non-compete rules above.
How do Indiana courts read NDAs and covenants?
Indiana courts disfavor restraints on trade and construe them against the drafter. An employer must show a legitimate protectable interest, such as trade secrets, confidential information or customer goodwill, and the restriction must be reasonable in time, activity and geography. Indiana allows courts to strike unreasonable severable parts of a covenant (blue-penciling) but not to add new terms.
That makes drafting matter. A non-solicit worded as one long sentence may fail entirely, while one split into separate parts may survive in part.
What does Ind. Code 24-2-3 protect?
Indiana's trade secret statute uses the uniform definition: information with independent economic value from not being generally known, subject to reasonable secrecy efforts. The statute displaces conflicting state tort claims for misappropriation but leaves contract claims in place, so an NDA claim can sit alongside it.
Indiana has also restricted physician non-competes by statute in recent years, so medical professionals should check those rules separately. For everyone else, the federal Speak Out Act and DTSA whistleblower immunity apply on top of state law.
What to ask before signing an Indiana NDA
Ask that confidentiality and any non-solicit appear in separate, clearly numbered paragraphs so each stands or falls on its own. Request the standard exclusions and a fixed term for information that is not a trade secret. If the NDA restricts contact with customers, limit it to those you served in your last year or two. Indiana's strict reading of covenants rewards precise drafting.
Indiana sources checked 2026-10-09: Indiana Code Title 24 (Indiana General Assembly) · WIPO table of state Uniform Trade Secrets Act citations (Indiana 24-2-3). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Indiana NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Indiana law
- Return/destruction obligation and one-sided injunctive relief
Indiana NDA FAQ
Is an NDA enforceable in Indiana?
Yes, a reasonable confidentiality agreement is generally enforceable in Indiana, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Indiana?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Indiana a reasonable non-compete can be enforceable, Enforceable if reasonable, but courts construe them strictly against the employer. Physician non-competes are restricted. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Indiana?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Indiana law.
Can Indiana enforce a non-compete buried in an NDA?
Indiana is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable if reasonable, but courts construe them strictly against the employer. Physician non-competes are restricted. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Indiana agreement is too broad, what happens?
Courts may delete offending words, but will not rewrite the clause. That sits in between: wording that can be severed cleanly may survive, while a restriction written as one indivisible sentence may not. How the clause is punctuated and structured can decide the outcome.
Does it matter which state's law the agreement names?
It can, because Indiana's neighbours do not all agree: Illinois (limited). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Can an Indiana court rewrite an overbroad NDA?
Only partly. Indiana courts may strike unreasonable portions of a restrictive covenant if they are clearly separable, but will not add or rewrite terms. If the overbroad language cannot be cleanly removed, the whole restriction may fail. Confidentiality obligations are often drafted separately and may survive regardless.
Does Indiana law protect me if I report illegal conduct despite an NDA?
Federal law does. The Defend Trade Secrets Act gives immunity for confidential disclosures of trade secrets to government officials or a lawyer solely to report suspected violations of law. Agreements also cannot stop you filing a charge with the EEOC or the Indiana Civil Rights Commission.
Asked to sign an NDA in Indiana?
Upload it and get every clause checked against Indiana law in about a minute, with a fix for each problem.
How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Indiana rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Indiana law when you run your NDA, and you should confirm anything critical with a qualified attorney.