1. 1 | P a g e
Non-Disclosure Agreement
This Non-Disclosure Agreement is made on __________ Effectiv between
__________________________ Receiving Party whose principal place of residence is at
_____________________________________ and the Office of the Indiana Attorney General as
well as its principals, employees, and/or representatives and Todd Rokita in his individual capacity
whose principal place of business is at the
Indiana Government Center South, 302 West Washington Street, 5th
Floor, Indianapolis, Indiana,
46204.
The Receiving Party has accepted employment with the Office of the Indiana Attorney
General, and as such during that employment will be privy to confidential information as described
below including information deemed confidential by state and federal law, covered by the
attorney/client privilege, ethics rules, the Indiana Rules of Professional Conduct and office
policies, or that are otherwise privileged. The purpose of this agreement is not to condition the
employment of the Receiving Party, but to instead preserve the confidentiality of this information
in perpetuity in recognition of the foregoing legal and ethical requirements.
The Receiving Party acknowledges that during his/her duties with the Office of the Indiana
Attorney General, he/she will be privy to confidential information that is or may be deemed
confidential and/or protected by a variety of office policies, privileges, statutes and/or rules or
regulations that impose specific obligations of confidentiality, including but not limited to:
The Indiana Rules of Professional Conduct, including but not limited to Rule
1.6. Confidentiality of Information , as
the firm, and its employees, serve the state s legal needs, as well as
the needs and interests of its citizens The Indiana Rules of Professional Conduct
confidentiality provisions apply equally to lawyers as well as to nonlawyer
employees of the Office. See e.g., Rule 5.3. Responsibilities Regarding
Nonlawyer Assistants.
The American Bar Association Model Rules of Professional Conduct,
including but not limited to Rule 1.6. Confidentiality of Information.
, I.C. § 34-46-3-1 granting a
the course of their professional business, and as to advice given in such cases.

2. 2 | P a g e
, including records and information
declared confidential under I.C. § 5-14-3-4(a) and (b).
Indiana Confidentiality Statutes, including but not limited to I.C. § 5-14-3-
10
of a contractor or subcontractor of a public agency, except as provided by IC 4-
15-10, who knowingly or intentionally discloses information classified as
confidential by state statute [or declared confidential in IC 5-14-3-4(a) and (b)]
and the Indiana Address Confidentiality
Program ( ACP ).
The Health Insurance Portability and Accountability Act, including the
confidential health information of current or prospective employees their
spouses or children, that may be
learned by them and/or received by the Office of the Indiana Attorney General
in any fashion, including but not limited to during investigations and
enforcement actions.
Office of the Indiana Attorney General Policies, including any policies,
handbook provisions, or other guidelines or practices designating information
as confidential.
Code of Ethics, including I.C. § 4-2-6-6 and 42 IAC 1-5-11, which prohibit
state employees from accepting compensation from any employment,
transaction or investment which was entered into or made as a result of material
information of a confidential nature, and prohibits an employee from divulging
information of a confidential nature except as otherwise permitted by law.
Confidential Information. Confidential Information means all material, non-public,
information, written, oral, or electronic, whether or not it is marked as such, that is disclosed or
made available to the Receiving Party, directly or indirectly, through any means of communication
or observation and shall include personal or private information of officers or employees of the
Office of the Attorney General and/or their spouses or children. The Disclosing Party
designation of information as confidential is deemed controlling.
Non-Confidential Information. These provisions are consistent with and do not supersede,
conflict with, or otherwise alter the employee obligations, rights, or liabilities created by or under
state and federal law, rule, or regulation, including but not limited to reporting to the Inspector
General or other state or federal agency of a violation of law, including but not limited to claims
of harassment or discrimination of any kind.
Burden of Proof. The Receiving Party will have the burden of proof relating to all exceptions to
the definition of Confidential Information.

3. 3 | P a g e
Marking. Information does not need to be marked Confidential to be deemed Confidential
Information under this agreement.
Confidentiality Obligation. The Receiving Party will hold the Confidential Information in
confidence.
Limitation on Use. The Receiving Party may only use the Confidential Information in accordance
with the terms of this agreement and solely for the purposes of his or her employment with the
Indiana Office of the Attorney General.
Non-Disclosure. The Receiving Party will not disclose Confidential Information to a third party
without the written consent.
Non-Disclosure of Discussions. The Receiving Party may not, without the other s prior
written consent, disclose the fact that any discussions have taken place or are taking place or that
any Confidential Information has been made available to the party.
Standard of Care. The Receiving Party will exercise reasonable care to protect the Confidential
Information from any loss or unauthorized disclosure.
Notice of Disclosure. The Receiving Party will promptly notify the disclosing party if he/she
discovers any loss or unauthorized disclosure of Confidential Information, or prior to making any
disclosure of potentially Confidential Information.
Return or Destruction of Confidential Information. On the expiration or termination of this
agreement, or on the Disclosing Party s request, the Receiving Party will promptly return to the
Disclosing Party all Confidential Information provided by the Disclosing Party, destroy all copies
it made of any Confidential Information, and if requested by the Disclosing Party, deliver to the
Disclosing Party a certificate executed by the Receiving Party confirming compliance with the
return or destruction obligation under this section.
Term of Confidentiality. This agreement shall remain in force and effect until it is terminated by
agreement of the parties.
Equitable Relief:
Acknowledgment of Irreparable Harm. The parties acknowledge that breach or
threatened breach of any of the obligations in this agreement would result in
irreparable harm to the non-breaching party that cannot be adequately relieved
solely by monetary damages.
Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and
hereby agree that after such breach, the non-breaching party may request from a
court any applicable equitable remedies, including injunctive relief, without the
need to post any security.

4. 4 | P a g e
Damages. The parties agree that any breach of this the Agreement will result in damages the
extent of which are difficult to quantify. The parties therefore agree that any breach of this
provision shall, in addition to equitable relief, at a minimum be remedied through liquidated
damages in the amount of $25,000.00 and/or actual consequential damages to be proven at trial
whichever is higher, and that the party seeking to enforce the Agreement shall be entitled to
urred as a result of enforcing it.
General Provisions.
Entire Agreement. This agreement represents the entire understanding between
the parties with respect to its subject matter and supersedes any previous
communication or agreements that may exist.
Counterparts. This agreement may be executed in counterparts, each of which will
be deemed to be an original, but all of which, taken together, will constitute one
and the same agreement.
Amendment. This agreement can be amended only by a writing signed by both
parties.
Method of Notice. The parties will give all notices and communications between
the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day
courier service, (iii) first-class registered or certified mail, postage prepaid to the
address that a party has notified to be that party s address for the purposes of this
section.
Receipt of Notice. A notice given under this agreement will be effective on the
other party s receipt of it, or if mailed, the earlier of the other party s receipt of it
and the fifth business day after mailing it.
Assignment. Neither party may assign this agreement or any of their rights or
obligations under this agreement without the other party s written consent.
Governing Law. This agreement will be governed, construed, and enforced in
accordance with the laws of the State of Indiana, without regard to its conflict of
laws rules.
Waiver. The failure or neglect by a party to enforce any of rights under this
agreement will not be deemed to be a waiver of that party s rights.
Severability. If any part of this agreement is declared unenforceable or invalid, the
remainder will continue to be valid and enforceable.

5. 5 | P a g e
This agreement has been signed by the parties.
Receiving Party
Name: __________________________________
Signed: __________________________________
Dated: __________________________________
OFFICE OF THE INDIANA ATTORNEY GENERAL
Name: __________________________________
Title: __________________________________
Signed: __________________________________
Dated: __________________________________