Kansas consultant nda template

Kansas Consultant NDA

This Kansas Consultant Nondisclosure Agreement (this "Agreement") is made and effective as of [Effective Date],

• Between: [Disclosing Party Name], a [Disclosing Party Entity Type] located at [Disclosing Party Address] ("Disclosing Party"),
• And: [Receiving Party Name], a [Receiving Party Entity Type] located at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or by any other means, that is not generally known to the public and is related to the Disclosing Party’s business, including, but not limited to:

• Proprietary business methods
• Strategic business plans
• Consulting deliverables
• Client and vendor data
• Implementation methodologies
• Technical specifications
• Business processes
• Inventions
• Financial statements
• Trade secrets as defined by the Kansas Uniform Trade Secrets Act (KUTSA)
• Pricing models
• Marketing strategies
• Project documentation
• Unpublished research
• Digital assets
• Any other non-public information disclosed through any medium (written, oral, electronic, or otherwise) within the scope of consulting services.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by written records.
• Was independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as evidenced by written records.
• Is lawfully obtained by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party.
• Is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy (where legally permissible).
  • Option A: Such notice shall be provided at least [Number] days prior to the scheduled disclosure.
  • Option B: Receiving Party will cooperate with Disclosing Party in seeking a protective order at Disclosing Party's expense.

3. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of performing the consulting services as described in the Statement of Work dated [Date of Statement of Work], and for no other purpose.

• Receiving Party agrees not to reverse engineer, disassemble, or decompile any Confidential Information.

4. Safeguarding Confidential Information

Receiving Party shall protect the Confidential Information from unauthorized disclosure, access, or use using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This includes, but is not limited to:

• Storing Confidential Information on encrypted storage devices.
• Using strong passwords to protect access to systems containing Confidential Information.
• Restricting access to Confidential Information to only those employees, agents, or subcontractors who have a need to know such information for the permitted purpose.
  • Option A: Receiving Party shall ensure that all employees, agents, or subcontractors who have access to Confidential Information are bound by confidentiality obligations no less protective than those contained in this Agreement.
• Implementing and maintaining appropriate technical and organizational measures to protect Confidential Information.

5. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue for [Duration] years after the termination of the consulting engagement.

• Option A: Trade secrets shall be protected indefinitely.

6. Return or Destruction of Confidential Information

Upon termination of the consulting engagement or upon Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies, summaries, and extracts thereof, or, at Disclosing Party’s option, destroy all such materials and certify in writing to Disclosing Party that such destruction has been completed.

• Option A: Receiving Party shall provide a certificate of destruction within [Number] days of the termination or request.

7. Notice of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party upon becoming aware of any actual or suspected unauthorized disclosure, loss, or misappropriation of the Confidential Information and shall cooperate fully with Disclosing Party in investigating and remediating any such incident.

• Option A: Receiving Party shall bear all costs associated with the investigation and remediation of any unauthorized disclosure caused by Receiving Party’s negligence or willful misconduct.

8. Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, without posting bond, in addition to any other remedies available at law or equity.

• Option A: Disclosing Party shall also be entitled to recover its attorneys’ fees and costs incurred in enforcing this Agreement.
• Option B: The parties agree that liquidated damages in the amount of [Dollar Amount] would be a reasonable estimate of the damages suffered by Disclosing Party in the event of a breach of this Agreement by Receiving Party.

9. No License or Assignment

This Agreement does not grant to Receiving Party any license or other right to use the Confidential Information except as expressly provided herein. No assignment or license of intellectual property is created by this agreement. The parties agree that no work product will transfer unless governed by a separate IP assignment agreement or statement of work under Kansas law.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Kansas.

11. Dispute Resolution

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City Name], Kansas before resorting to litigation.

• Option A: The parties agree to use the services of a mutually agreed upon mediator.
• Option B: If mediation fails, the parties agree to binding arbitration under the rules of the American Arbitration Association in Kansas.

12. Independent Contractor Status

Receiving Party is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

15. Amendment

No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

16. Consent for Disclosure

Receiving Party shall not disclose Confidential Information to any affiliate, subcontractor, or agent without the prior written consent of Disclosing Party, and only if such affiliate, subcontractor, or agent is bound by confidentiality obligations no less protective than those contained in this Agreement.

17. Data Protection Compliance

Receiving Party agrees to comply with all applicable Kansas privacy and data protection statutes, including those covering personal or financial information, and any applicable federal or industry-specific regulations.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Receiving Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]