Kansas mutual nda template

Kansas Mutual Non-Disclosure Agreement

This Kansas Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

[Party A Legal Name], a [Party A Entity Type] with a principal place of business at [Party A Mailing Address], and an email address of [Party A Email Address] (hereinafter "Party A"), contact person: [Party A Contact Person].

[Party B Legal Name], a [Party B Entity Type] with a principal place of business at [Party B Mailing Address], and an email address of [Party B Email Address] (hereinafter "Party B"), contact person: [Party B Contact Person].

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or visually, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

• This includes, but is not limited to:
  • Trade secrets as defined under the Kansas Uniform Trade Secrets Act (KUTSA);
  • Technical data, business plans, product designs, source code, financial information, marketing strategies, client and vendor lists, proprietary know-how, pricing structures.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Option A: is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its representatives.
• Option B: was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Option C: is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.
• Option D: is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation.
• Option E: is required to be disclosed by law, court order, or government regulation, provided that the Receiving Party provides the Disclosing Party with prompt written notice and a reasonable opportunity to object to the disclosure, unless prohibited by law or court order.

3. Use and Disclosure Restrictions

The Receiving Party agrees to:

• Option A: Use the Confidential Information solely for the purpose of [Purpose of Disclosure, e.g., evaluating a potential business relationship].
• Option B: Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Option C: Restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know the information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Option D: Not use the Confidential Information for any purpose other than the Purpose, including, but not limited to, developing, manufacturing, marketing, or selling any products or services that compete with the Disclosing Party’s products or services.

4. Safeguarding Confidential Information

Each Party agrees to protect the Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care in accordance with Kansas best practices.

• This includes, but is not limited to:
  • Secure storage of Confidential Information.
  • Limiting access to Confidential Information to only those with a need-to-know.
  • Controlling methods of transmission of Confidential Information.
  • Prohibiting unauthorized duplication of Confidential Information.
  • Adopting written policies for handling and destruction of Confidential Information.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.

• Option A: The confidentiality obligations under this Agreement shall continue for a period of [Number] years following the termination of the [Relationship, e.g., business relationship].
• Option B: The confidentiality obligations with respect to trade secrets shall continue perpetually, as protected under the Kansas Uniform Trade Secrets Act (KUTSA).
• Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Termination of this Agreement shall not relieve the Receiving Party of its obligations with respect to Confidential Information disclosed prior to termination.

6. Return or Destruction of Confidential Information

Upon termination of this Agreement, or at the Disclosing Party’s written request, the Receiving Party shall:

• Option A: Promptly return to the Disclosing Party all Confidential Information, including all copies, extracts, and other reproductions, in whatever form.
• Option B: Promptly destroy all Confidential Information, including all copies, extracts, and other reproductions, in whatever form, and certify in writing to the Disclosing Party that such destruction has been completed.

7. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

8. Remedies

The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to:

• Option A: Injunctive relief to prevent further unauthorized disclosure of its Confidential Information.
• Option B: Specific performance to compel the Receiving Party to comply with the terms of this Agreement.
• Option C: Recover all direct and indirect damages, including reasonable attorneys' fees and costs, incurred as a result of the breach.

These remedies are in addition to any other remedies available at law or in equity under Kansas law.

9. 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.

• Option A: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Kansas County Name] County, Kansas.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City Name], Kansas, in accordance with the rules of the American Arbitration Association.
• Prior to initiating any legal action, the parties agree to engage in good faith negotiations to resolve any dispute. If negotiation fails, the parties will attempt mediation before commencing arbitration or litigation.

10. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Disclosing Party’s Confidential Information, except as expressly provided herein. No intellectual property rights are granted or implied.

11. Compliance with Kansas Law

This Agreement is intended to comply with all applicable laws and regulations of the State of Kansas, including the Kansas Uniform Trade Secrets Act (KUTSA). It is not intended to restrict statutory whistleblower actions or lawful disclosures under the Kansas Open Records Act or other public policy exceptions.

12. 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.

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 be enforced.

14. Amendment and Waiver

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

15. Limitations of Liability

• Option A: Neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement, even if advised of the possibility of such damages.
• Option B: [Specific limitation of liability details]

16. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by reputable overnight courier service, to the addresses set forth above.

17. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

[Party A Legal Name]

By: [Party A Signature]

Name: [Party A Printed Name]

Title: [Party A Title]

[Party B Legal Name]

By: [Party B Signature]

Name: [Party B Printed Name]

Title: [Party B Title]