Kansas employee nda template

Kansas Employee Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, whether orally, visually, in writing, electronically, or in any other form, that is not generally known to the public and that relates to Employer's business, including, but not limited to:

• Intellectual property, including patents, trademarks, and copyrights.
• Trade secrets, as defined under the Kansas Uniform Trade Secrets Act (KUTSA).
• Proprietary data, financial records, marketing plans, customer and vendor information, software source code, business strategies, and HR data.

Option B: "Confidential Information" includes, but is not limited to, technical data, know-how, designs, formulas, processes, ideas, inventions (whether patentable or not), software, hardware, marketing plans, financial information, customer lists, supplier lists, pricing information, and other business information disclosed to the Employee that gives the Employer a competitive advantage or that derives independent economic value from not being generally known.

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Employee.
• Was already known to Employee prior to its disclosure by Employer, as evidenced by Employee's written records.
• Is lawfully received by Employee from a third party who is not bound by any confidentiality obligation.
• Is required to be disclosed by law, regulation, or court order, provided that Employee provides Employer with prompt notice of such requirement to allow Employer to seek a protective order or other appropriate remedy.

Option B: Confidential Information does not include information that the Employee can document (a) was rightfully in his/her possession or known by him/her prior to receipt from the Employer; (b) is or becomes generally available to the public other than as a result of a disclosure by the Employee; (c) is rightfully received by the Employee from a third party without restriction; or (d) is independently developed by the Employee without use of the Employer's Confidential Information.

3. Use of Confidential Information

Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee’s duties for Employer and shall not use the Confidential Information for Employee's own benefit or for the benefit of any third party.

Option B: The Employee agrees to use the Confidential Information only for the benefit of the Employer and only during the term of employment. The Employee will not use, disclose, or copy the confidential information for personal gain or for the benefit of any other person or entity.

4. Duty of Care

Option A: Employee shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Employee protects Employee's own confidential information, but in no event less than a reasonable standard of care.

• Employee shall limit access to the Confidential Information to those employees of Employer who have a need to know such information in order to perform their duties.
• Employee shall securely store all Confidential Information, whether in electronic or physical form, and shall take appropriate measures to prevent unauthorized access to such information.

Option B: Employee shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including storing it securely, limiting access to those with a need to know, and immediately reporting any suspected or actual breaches of confidentiality.

5. Obligation Period

Option A: The obligations under this Agreement shall continue during Employee's employment with Employer and for a period of [Number] years following the termination of Employee's employment with Employer, except for trade secrets, which shall be protected indefinitely as provided under KUTSA.

Option B: This NDA will remain in effect during your employment and for [Number] years following your termination of employment. The obligations related to trade secrets, as defined by the Kansas Uniform Trade Secrets Act, shall remain in effect indefinitely.

6. Reporting of Breaches

Option A: Employee shall immediately notify Employer upon becoming aware of any unauthorized use, access, or disclosure of the Confidential Information. Employee shall cooperate with Employer in investigating and mitigating any such breach.

Option B: Employee must immediately report any suspected or actual breach of this agreement to [Designated Contact Person/Department]. Employee will cooperate fully with Employer in any investigation or remedial action.

7. Return of Confidential Information

Option A: Upon termination of Employee's employment with Employer, or upon Employer's request, Employee shall promptly return to Employer all Confidential Information in Employee's possession or control, including all copies thereof. Alternatively, at Employer's option, Employee shall destroy all such Confidential Information and certify such destruction to Employer in writing.

Option B: Upon termination of your employment for any reason, you agree to promptly return all Confidential Information to the Employer, including all copies, notes, and other materials containing or referring to the Confidential Information. You may be required to certify in writing that you have complied with this obligation.

8. Remedies

Option A: Employee acknowledges that any breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be inadequate. Accordingly, Employer shall be entitled to injunctive relief to prevent any threatened or continuing breach of this Agreement, in addition to any other remedies available at law or in equity, including actual damages, consequential damages, and recovery of legal costs.

Option B: In the event of a breach of this agreement, Employer will be entitled to injunctive relief to prevent further harm, as well as monetary damages, including attorneys’ fees and court costs.

9. Governing Law and Jurisdiction

Option A: 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.

Option B: This Agreement will be governed by and construed in accordance with the laws of the State of Kansas. Any disputes arising under this Agreement will be resolved in the courts of [County Name] County, Kansas.

10. Interaction with Other Agreements

Option A: This Agreement is separate and independent of any non-competition or non-solicitation agreements that Employee may have with Employer. The restrictions in this Agreement are reasonable and necessary to protect Employer's legitimate business interests.

Option B: The obligations under this Agreement are in addition to, and do not supersede, any other confidentiality or restrictive covenants that you may have with the Employer.

11. Whistleblowing Protection

Option A: Nothing in this Agreement shall be construed to prevent Employee from reporting possible violations of law to any governmental agency or entity, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or any other federal or state agency or commission, or from making other disclosures that are protected under the whistleblower provisions of state or federal law. Employee does not need prior authorization from Employer to make any such report or disclosure and Employee is not required to notify Employer that Employee has made such report or disclosure.

Option B: This Agreement does not prohibit you from reporting possible violations of law to government agencies or making other disclosures protected by law.

12. Reverse Engineering

Option A: Employee shall not reverse engineer, decompile, or disassemble any software, hardware, or other products or materials of Employer without Employer's prior written consent. This provision applies to, but is not limited to, Employers in the [Industry] sector.

Option B: Employee is prohibited from reverse engineering, decompiling, or disassembling any products or confidential information of the company, unless such activity is expressly permitted by law.

13. Acknowledgment

Option A: Employee acknowledges that Employee has received and understands Employer's Confidential Information Policy. Employee agrees to comply with all applicable policies and procedures regarding the protection of Confidential Information.

Option B: By signing this agreement, you acknowledge that you have read and understand its terms and agree to be bound by them.

14. Survival

Option A: This Agreement shall survive any changes to Employee's employment status, assignment, or any merger, acquisition, or other corporate restructuring involving Employer.

Option B: This Agreement will remain in effect even if your job duties change or if the company is acquired or merged with another entity.

15. Entire Agreement

Option A: 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.

Option B: This document constitutes the entire agreement between the parties relating to the confidentiality of the Employer's information.

16. Amendment

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Any changes to this agreement must be made in writing and signed by both the Employer and the Employee.

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

____________________________
[Employer Legal Name]

By: ____________________________
[Employer Representative Name]

Title: [Employer Representative Title]

____________________________
[Employee Legal Name]