Kansas independent contractor nda template

Kansas Independent Contractor Non-Disclosure Agreement

This Kansas Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Company Legal Name], a [State of Incorporation, if applicable] [Business Type, e.g., corporation, LLC], with its principal place of business at [Company Business Address] (“Company”),

and

[Contractor Legal Name], an independent contractor residing at [Contractor Address], doing business as [Contractor Business Name, if applicable] (“Contractor”). If Contractor is a business entity, its type is a [Business Type, e.g., Sole Proprietorship, LLC, Corporation].

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Company to Contractor, whether disclosed orally, in writing, visually, or electronically, during the course of Contractor’s services, that is not generally known to the public, including but not limited to:

• Company trade secrets as defined under the Kansas Uniform Trade Secrets Act, including without limitation [Specific Examples of Trade Secrets, e.g., proprietary formulas, customer lists, pricing algorithms].
• Proprietary business information, technical data, business plans, marketing strategies, pricing data, supplier and customer information, consulting processes, intellectual property in development, proposal content, and any other data relating to the Company's business.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Contractor.
• Was already lawfully known to Contractor prior to its disclosure by Company, as evidenced by Contractor’s written records.
• Is rightfully received by Contractor from a third party without any obligation of confidentiality.
• Is required to be disclosed by law or court order, provided that Contractor gives Company prompt written notice of such requirement, to the extent legally permissible, so that Company may seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Contractor agrees to use the Confidential Information solely for the purpose of carrying out its duties, providing service deliverables, or completing project objectives as specified in the underlying independent contractor agreement between the parties, dated [Date of Independent Contractor Agreement].

• Contractor shall not use or disclose the Confidential Information for any other purpose whatsoever.
• Contractor shall not directly or indirectly share Confidential Information with any subcontractors, affiliates, or other third parties without the prior written consent of Company.

4. Safeguarding Confidential Information

Contractor shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including:

• Maintaining the Confidential Information in a secure location.
• Limiting access to the Confidential Information to those of its employees or agents who have a strict “need to know” to perform the services contemplated by the underlying independent contractor agreement.
• Using industry-standard administrative, technical, and physical security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including [Specific Security Measures, e.g., password protection, encryption, secure servers].
• Implementing secure disposal procedures for Confidential Information, including shredding paper documents and securely wiping electronic data.

5. Confidentiality Period

The obligations of confidentiality under this Agreement shall continue for the duration of the Contractor’s engagement with the Company and for a period of [Number] [Years/In Perpetuity for Trade Secrets] years thereafter. For trade secrets under the Kansas Uniform Trade Secrets Act, the confidentiality obligations shall continue in perpetuity as long as the information remains a trade secret.

6. Obligations Upon Termination

Upon termination or completion of the independent contractor relationship, Contractor shall:

• Immediately return to Company all Confidential Information in its possession or control, including all copies, summaries, and derivative works thereof, in whatever form (paper, digital, or otherwise).
• Or, at Company's option, Contractor shall destroy all such Confidential Information and provide Company with written certification of such destruction.

7. Notification of Unauthorized Disclosure

Contractor shall immediately notify Company in writing upon becoming aware of any actual or suspected unauthorized use, disclosure, security breach, or data loss of the Confidential Information.

• Contractor shall cooperate fully with Company in investigating any such incident and mitigating its effects.

8. Remedies and Liability

In the event of a breach of this Agreement by Contractor, Company shall be entitled to:

• Injunctive relief to prevent further unauthorized disclosure or use of the Confidential Information.
• Recovery of actual damages sustained as a result of the breach.
• Indemnification for any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Company as a result of the breach.

9. Non-Circumvention and Non-Solicitation (Optional)

This provision applies only if selected by Company and initialed here: [Company Initials]

Contractor agrees not to circumvent Company's relationships with its customers, suppliers, or other business partners. Contractor further agrees that for a period of [Number] [Months/Years] following the termination of the independent contractor relationship, Contractor will not directly solicit the employees or customers of the Company located in Kansas. This provision shall not restrict Contractor from engaging in lawful business activities or trade.

10. Independent Contractor Status

Nothing in this Agreement shall be construed as creating an employment relationship, partnership, or joint venture between Company and Contractor. Contractor is an independent contractor, and is solely responsible for all taxes, insurance, and other obligations incident to its status as such.

11. Compliance with Kansas Law

Contractor agrees to comply with the Kansas Uniform Trade Secrets Act, applicable Kansas data protection statutes, and any industry-specific Kansas licensing or confidentiality regulations.

12. Modification

This Agreement may be modified only by a written instrument signed by both Company and Contractor.

13. Governing Law and Jurisdiction

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 [Specific Kansas County], Kansas.

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute cannot be resolved through negotiation, the parties agree to [Binding Arbitration / Litigation].

15. Severability

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

16. Assignment

This Agreement may not be assigned or transferred by Contractor without the prior written consent of Company.

17. Acknowledgment

Contractor acknowledges that it has read and understands this Agreement, and that it is executing this Agreement voluntarily.

18. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Contractor agrees to ensure compliance with this NDA by its employees, representatives, subcontractors, or agents.

19. Injunctive Relief

Company shall have the right to seek immediate injunctive relief in Kansas courts to prevent any actual or threatened unauthorized disclosure or use of the Confidential Information.

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

[Company Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]