Kansas nda template

Kansas Non-Disclosure Agreement

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

[Disclosing Party Name], residing at [Disclosing Party Address], a [Entity Type, e.g., Kansas Corporation], hereinafter referred to as “Disclosing Party,”

and

[Receiving Party Name], residing at [Receiving Party Address], a [Entity Type, e.g., Kansas LLC], hereinafter referred to as “Receiving Party.”

Purpose

Option A: The purpose of this Agreement is to allow the Disclosing Party to disclose certain confidential information to the Receiving Party for the purpose of [State Purpose, e.g., Evaluating a potential business partnership].

Option B: The purpose of this Agreement is to allow for mutual exchange of confidential information between the Disclosing Party and the Receiving Party for the purpose of [State Purpose, e.g., Joint development of a new product].

Definition of Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, 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. Confidential Information includes, but is not limited to:

[List Examples of Confidential Information, e.g., Technical data, financial information, customer lists, business plans]

Exclusions: Confidential Information shall not include information that:

Is or becomes publicly available through no fault of the Receiving Party.

Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party.

Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Designation:

Option A: All written information disclosed by the Disclosing Party shall be marked “Confidential” to be considered confidential.

Option B: Oral information shall be considered confidential only if identified as confidential at the time of disclosure and confirmed in writing within [Number] days of disclosure.

Obligations of Receiving Party

The Receiving Party agrees to:

Protect the Confidential Information from unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information.

Refrain from disclosing the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Restrict access to the Confidential Information to only those employees, agents, or contractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

Permitted Use: The Receiving Party may use the Confidential Information solely for the Purpose described in Section 1.

Exclusions and Exceptions

The obligations of confidentiality under this Agreement shall not apply to information that is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

Nothing in this Agreement shall be construed to prevent the Receiving Party from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, or the Securities and Exchange Commission. The Receiving Party does not need prior authorization of the Disclosing Party to make such reports and the Receiving Party is not required to notify the Disclosing Party that they have made such reports.

Nothing in this Agreement shall be construed to limit any rights or remedies available to the Receiving Party under the Kansas Uniform Trade Secrets Act or any other applicable law.

Term

Option A: This Agreement shall remain in effect for a period of [Number] years from the Effective Date.

Option B: The obligations of confidentiality under this Agreement shall continue indefinitely.

Option C: The obligations of confidentiality under this Agreement shall continue as long as the information retains its character as a trade secret under the Kansas Uniform Trade Secrets Act.

Return or Destruction of Confidential Information

Upon the termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, notes, and extracts thereof, or, at the Disclosing Party’s option, shall destroy such materials and provide the Disclosing Party with written certification of such destruction.

Remedies

The Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or equity.

Option A: The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

Option B: In the event of a breach of this agreement, the Receiving Party shall be liable for liquidated damages in the amount of [Dollar Amount].

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Kansas] in accordance with the rules of the American Arbitration Association.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, Kansas].

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.

Special Kansas Considerations

Nothing in this Agreement shall be construed to unlawfully restrict an employee’s rights related to whistleblowing, reporting of criminal activity, or participation in government investigations.

The parties acknowledge and agree that this Agreement is intended to be enforceable to the fullest extent permitted by Kansas law, and that any provision of this Agreement that is found to be unenforceable shall be severed from this Agreement without affecting the enforceability of the remaining provisions.

Notice

All notices required or permitted 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, or sent by reputable overnight courier service to the addresses set forth above.

Miscellaneous

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.

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

This Agreement may be amended or modified only by a written instrument signed by both parties.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as original signatures.

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.

The Receiving Party acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms.

Kansas Employee Protections (If Applicable)

Option A: (For agreements with employees): Nothing in this Agreement shall be construed to violate the employee's rights under Kansas labor laws, including but not limited to, whistleblower protections and statutory anti-retaliation provisions.

Trade Secret Definition (If Applicable)

If the Confidential Information includes trade secrets, then, for the purposes of this Agreement, "trade secret" shall have the meaning ascribed to it in the Kansas Uniform Trade Secrets Act, K.S.A. 60-3320, et seq., as amended.

Option A: "Trade Secret" will have the definition under K.S.A. 60-3320(4)

Option B: In addition to the statutory definition, trade secret will also include [Add additional categories if needed].

Export Control/Compliance

The Receiving Party acknowledges that the Confidential Information may be subject to export control laws and regulations, including those of the United States and Kansas, and agrees to comply with all such laws and regulations.

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

____________________________

[Disclosing Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

____________________________

[Receiving Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]