Kansas partnership nda template

Kansas Partnership Non-Disclosure Agreement (NDA)

This Kansas Partnership Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and among:

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], and reachable at [Partner 1 Contact Number], [Partner 1 Email Address] ("Partner 1");
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], and reachable at [Partner 2 Contact Number], [Partner 2 Email Address] ("Partner 2");
• [Etc. for all Partners]
• and [Partnership Entity Full Legal Name], with a principal place of business at [Partnership Entity Address] ("Partnership").

1. Purpose and Type of Agreement

• Option A: Mutual NDA. The parties anticipate disclosing Confidential Information to each other. This Agreement governs the use of that information by both parties.
• Option B: Unilateral NDA. Only [Disclosing Party Name] will be disclosing Confidential Information to [Receiving Party Name]. This Agreement governs the Receiving Party’s use of that information.

2. Definition of Confidential Information

Confidential Information means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, 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:

• Business Strategies
• Partnership Agreements
• Internal Financial Statements
• Proprietary Processes
• Tax Records
• Profit-Sharing Details
• Member Contributions
• Client Data
• Vendor Agreements
• Marketing Plans
• Intellectual Property (including copyrighted, trademarked, and patented materials)
• Policies
• Know-How
• Proposals
• Partnership Meeting Minutes
• Communications relating to pending or potential Kansas-specific projects or transactions.

3. Exclusions from Confidentiality

The obligations under this Agreement will not apply to information that:

• Is or becomes publicly known through no fault of the Receiving Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information.
• Is required to be disclosed by law, regulation, or court order; provided that the Receiving Party provides the Disclosing Party with prompt written notice, if legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

4. Permitted Use of Confidential Information

• Confidential Information shall be used by the Receiving Party solely for the purpose of fulfilling partnership objectives as set forth in the Kansas partnership agreement or relevant service, employee, or project arrangements.
• Option A: The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Option B: The Receiving Party may disclose Confidential Information to its employees, agents, and contractors who have a need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those contained herein.

5. Protection of Confidential Information

• The Receiving Party shall use commercially reasonable efforts to protect the Confidential Information of the Disclosing Party from unauthorized use or disclosure.
• Option A: Such efforts shall include, but not be limited to, maintaining physical and electronic security, implementing password protection measures, controlling internal distribution of Confidential Information, and implementing proper disposal procedures.
• Option B: Such efforts shall include best practices to maintain physical and electronic security, implement password protection measures, control internal distribution of Confidential Information, and implement proper disposal procedures.

6. Term and Termination

• This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon [Number] days written notice.
• The obligation to protect Confidential Information shall survive the termination of this Agreement for a period of [Number] years; however, the protection of trade secrets, as defined under the Kansas Uniform Trade Secrets Act (KUTSA), shall continue for as long as such information qualifies as a trade secret under KUTSA.

7. Kansas Uniform Trade Secrets Act (KUTSA)

Nothing in this Agreement shall be construed to narrow or limit any rights or remedies available to the Disclosing Party under the Kansas Uniform Trade Secrets Act (KUTSA), K.S.A. §§ 60-3320 et seq. This Agreement does not restrict whistleblower protections under Kansas law.

8. Return of Confidential Information

Upon the termination of the partnership, specified project, or upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, including all copies and extracts thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.

9. Notice of Breach

The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected breach of this Agreement, or any unauthorized disclosure or use of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or remediation efforts.

10. Remedies

• The parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate.
• Option A: The Disclosing Party shall be entitled to seek injunctive relief in the state courts of Kansas to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• Option B: The Disclosing Party shall be entitled to seek monetary damages (including actual, consequential, and exemplary damages, if available), reimbursement for costs, and reasonable attorneys’ fees.

11. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or rights under any intellectual property owned by the Disclosing Party.

12. 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 law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Name of Kansas County] County, Kansas.

13. General Provisions

• 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. Kansas courts shall have the power to modify or "blue pencil" any such clause to render it enforceable.
• No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Amendment: This Agreement may be amended only by a writing signed by all parties.
• Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above.
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
• 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.
• Compliance with Laws: Each party represents and warrants that it is aware of and compliant with all applicable Kansas and federal data protection and privacy laws, and any relevant Kansas industry regulations.
• Acknowledgment: Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.
• Partnership Duties: This NDA does not alter the internal rights or fiduciary duties of the partners unless explicitly provided.

14. Signatures

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

____________________________

[Partner 1 Full Legal Name]

____________________________

[Partner 2 Full Legal Name]

____________________________

[Etc. for all Partners]

____________________________

[Partnership Entity Full Legal Name]

By: ____________________________

[Name and Title of Authorized Signatory]