Kentucky consultant nda template

Kentucky Consultant Non-Disclosure Agreement

This Kentucky Consultant Non-Disclosure Agreement ("Agreement") is made and effective as of [Date] by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address], hereinafter referred to as "Discloser," and

[Consultant Name], an independent contractor with a principal address at [Consultant Address], hereinafter referred to as "Recipient."

Recipient's Phone: [Consultant Phone Number]

Recipient's Email: [Consultant Email Address]

RECITALS

WHEREAS, Discloser possesses certain valuable confidential information; and

WHEREAS, Discloser desires to disclose such confidential information to Recipient in connection with the consulting services to be provided by Recipient to Discloser, specifically relating to [Project or Consulting Services Description]; and

WHEREAS, Recipient is willing to receive such confidential information subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Option A: Broad Definition

"Confidential Information" means any and all proprietary information, trade secrets (as defined in KRS 365.880), technical data, product formulas, project deliverables, inventions, discoveries, business plans, client and vendor identities, prices and price structures, financial information, marketing strategies, software and code (including source code and object code), unpublished data, emails, communications, meeting notes, resulting work product, and any other proprietary information disclosed by Discloser to Recipient, whether disclosed in writing, orally, visually, or through electronic means, during the course of the consulting engagement.

Option B: Specific Definition

"Confidential Information" means only the following specific types of information: [Specifically list the types of information considered confidential. E.g., "Customer list," "Pricing information," "Software code," etc.]. Any information not specifically listed here is not considered Confidential Information under this agreement.

Option C: Project Specific Definition

"Confidential Information" means information specifically related to [Project Name]. This includes, but is not limited to, [List key project-related information, e.g., data sets used, analysis performed, reports generated].

2. Exclusions from Confidential Information

Option A: Standard Exclusions

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

• is or becomes generally available to the public other than as a result of disclosure by Recipient or its representatives in violation of this Agreement;
• was lawfully in Recipient’s possession prior to disclosure by Discloser;
• is lawfully disclosed to Recipient by a third party not known by Recipient to be under an obligation of confidentiality to Discloser;
• is independently developed by Recipient without use of or reference to the Discloser's Confidential Information; or
• is required to be disclosed pursuant to a valid order of a court or other governmental body or by applicable law; provided, however, that Recipient shall first make reasonable efforts to provide Discloser with prompt written notice of such requirement prior to disclosure to allow Discloser to seek a protective order or other appropriate remedy (unless prohibited by law). Such notice shall be provided to [Name] at [Company Email].

Option B: Limited Exclusions

The obligations under this Agreement shall only exclude information that:

• Was demonstrably known by Recipient as evidenced by written records predating disclosure by Discloser.
• Is required by law to be disclosed, provided that Recipient immediately notifies Discloser in writing and allows Discloser reasonable opportunity to contest or limit the disclosure.

Option C: No Exclusions

There are no exclusions to the definition of Confidential Information under this agreement. All information shared by the Discloser to the Recipient during the consulting engagement will be considered confidential.

3. Use and Disclosure Restrictions

Option A: Strict Limitations

Recipient shall use the Confidential Information solely for the purpose of providing the consulting services to Discloser as described in [Reference the Consulting Agreement or Statement of Work]. Recipient shall not disclose, reproduce, publish, transmit, or otherwise disseminate the Confidential Information to any third party without the prior written consent of Discloser. Recipient shall restrict access to the Confidential Information to those of its employees, agents, and subcontractors who have a need to know such information for the purpose of performing the consulting services and who are bound by written agreements with confidentiality obligations no less restrictive than those contained herein. Reverse engineering of Confidential Information is prohibited.

Option B: Permitted Disclosures with Conditions

Recipient may disclose Confidential Information to its employees, agents, and subcontractors who have a need to know such information, provided that such individuals are bound by written confidentiality agreements no less restrictive than those contained herein. Any permitted disclosure must be pre-approved by [Name/Title] at [Company Email].

Option C: Limited Use Restriction

Recipient may use Confidential Information only to complete [Specific task or deliverable]. Any broader use requires written consent from Discloser.

4. Security and Management of Confidential Information

Option A: Detailed Security Requirements

Recipient shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including, without limitation:

• Maintaining physical and electronic security measures to prevent unauthorized access to the Confidential Information.
• Storing Confidential Information in a secure location.
• Using password protection and encryption for electronic data.
• Restricting access to the Confidential Information to authorized personnel only.
• Avoiding the use of personal devices or cloud storage services for storing or transmitting Confidential Information unless specifically authorized in writing by Discloser.
• Implementing and maintaining written policies and procedures for handling and disposal of Confidential Information.

Option B: General Security Requirements

Recipient shall exercise the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Option C: Specific Software Security

Recipient shall use [Specific Software/Method] to encrypt all Confidential Information that is transmitted electronically.

5. Reporting Unauthorized Disclosure

Option A: Immediate Notification

Recipient shall immediately notify Discloser upon discovery of any unauthorized access, use, or disclosure of the Confidential Information. Such notification shall be made to [Name] at [Company Email] and [Phone Number]. Recipient shall cooperate fully with Discloser in any investigation or regulatory notification required by Kentucky law.

Option B: Notification within 24 Hours

Recipient must notify Discloser within 24 hours of any potential or actual breach of confidentiality.

Option C: Notification upon Confirmation

Recipient must notify Discloser promptly, but no later than two (2) business days, after confirmed discovery of any security breach.

6. Term and Termination

Option A: Fixed Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number] years thereafter. The confidentiality obligations under this Agreement shall survive termination of this Agreement or the consulting relationship for a period of [Number] years, except with respect to trade secrets, which shall be protected indefinitely as per Kentucky Uniform Trade Secrets Act § 365.880 et seq.

Option B: Co-terminus with Project

This Agreement shall remain in effect during the term of the consulting engagement and for [Number] years after the project concludes.

Option C: Indefinite for Trade Secrets

This Agreement shall continue indefinitely for trade secrets and for [Number] years for all other Confidential Information.

7. Return of Confidential Information

Option A: Return or Destruction

Upon termination of this Agreement or upon Discloser’s written request, Recipient shall promptly return to Discloser all tangible embodiments of the Confidential Information, including, without limitation, all documents, files, and other materials containing or reflecting the Confidential Information, together with all copies thereof, or, at Discloser’s option, shall certify in writing to Discloser that all such items have been destroyed.

Option B: Return Only

Recipient shall promptly return all Confidential Information upon termination or request. No destruction option is permitted.

Option C: Destruction Only

Upon termination or request, Recipient shall destroy all Confidential Information and provide a written certification of destruction.

8. Non-Circumvention and Non-Solicitation

Option A: Full Restriction

During the term of this Agreement and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, client, supplier, or business partner of Discloser to terminate their relationship with Discloser or to enter into a business relationship with Recipient or any entity affiliated with Recipient.

Option B: Limited Restriction

Recipient shall not solicit any of Discloser's clients directly involved in [Project Name] for a period of [Number] years after termination.

Option C: No Restriction

There are no non-circumvention or non-solicitation clauses in this agreement.

9. Remedies for Breach

Option A: Full Range of Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including, without limitation, actual and consequential damages, attorney’s fees, and costs of enforcement. Discloser may also seek liquidated damages in the amount of [Dollar Amount], which the parties agree represents a reasonable estimate of the damages likely to be suffered by Discloser as a result of a breach of this Agreement.

Option B: Limited Remedies

Discloser is entitled to seek injunctive relief and actual damages for any breach of this Agreement. Attorney’s fees are not recoverable.

Option C: Injunctive Relief Only

Discloser’s sole remedy for a breach of this Agreement shall be injunctive relief.

10. Governing Law and Jurisdiction

Option A: Kentucky Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, 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 courts located in [County Name] County, Kentucky.

Option B: Agreed Venue

This Agreement shall be governed by the laws of the Commonwealth of Kentucky. Any dispute will be resolved in [Specific Court Name], Kentucky.

Option C: Kentucky Law Only

This Agreement shall be governed solely by the laws of the Commonwealth of Kentucky.

11. Dispute Resolution

Option A: Mediation and Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Kentucky] before resorting to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in [City, Kentucky].

Option B: Mediation Only

Any dispute must first be submitted to mediation in Kentucky before any legal action is commenced.

Option C: No Special Clause

The parties may pursue any legal remedy available under Kentucky law.

12. Independent Contractor Status

Option A: Standard Clause

Recipient is an independent contractor and not an employee, partner, or joint venturer of Discloser. This Agreement does not create any employment relationship between the parties.

Option B: Detailed Clause

Recipient is an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between Discloser and Recipient. Recipient is solely responsible for all taxes, withholdings, and other statutory obligations arising out of or relating to the consulting services provided under this Agreement.

Option C: Simplified Clause

Recipient is an independent contractor and not an employee.

13. Entire Agreement

Option A: Standard Clause

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

Option B: Clause with Attachments

This Agreement, together with [List attached documents], constitutes the entire agreement.

Option C: Short Clause

This is the entire agreement between the parties.

14. Statutory Compliance

Option A: General Compliance

Recipient shall comply with all applicable Kentucky statutes and regulations in performing the consulting services and in handling the Confidential Information.

Option B: Specific Compliance

Recipient shall comply with all applicable Kentucky statutes and regulations, including but not limited to [List specific Kentucky statutes or regulatory areas, e.g., KRS Chapter 216B for Healthcare, KRS Chapter 286 for Banking].

Option C: No Additional Clause

No specific statutory compliance provisions are included.

15. Severability

Option A: Standard Clause

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

Option B: Alternative Clause

If a provision is found to be unenforceable, the parties agree to replace it with an enforceable provision that achieves the same economic effect.

Option C: Simple Clause

The invalidity of one provision does not affect the other provisions.

16. Notices

Option A: Formal 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), or sent by overnight courier to the addresses set forth above.

Option B: Electronic Notice Permitted

Notices may be provided electronically to the email addresses listed above, provided that a confirmation of receipt is obtained.

Option C: Simplified Clause

Notices must be in writing and sent to the addresses listed above.

17. Subcontractors

Option A: Recipient Responsibility

Recipient shall be responsible for ensuring that any subcontractors or affiliates it uses to perform the consulting services comply with the confidentiality obligations of this Agreement and shall obtain written commitments from such subcontractors or affiliates to that effect.

Option B: Prior Approval Required

Recipient must obtain prior written approval from Discloser before engaging any subcontractors.

Option C: No Subcontractors Permitted

Recipient is prohibited from using subcontractors without the express written consent of Discloser.

18. Binding Effect

Option A: Standard Clause

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

Option B: Assignment Restriction

Recipient may not assign this Agreement without the prior written consent of Discloser.

Option C: No Assignment

Neither party may assign this Agreement.

19. Remedies Unique to Kentucky

Option A: Injunctive Relief

Consistent with Kentucky law, Discloser shall be entitled to injunctive relief without the requirement of posting a bond in the event of a breach or threatened breach of this Agreement by Recipient.

Option B: Specific Performance

The parties agree that Discloser is entitled to specific performance of this Agreement.

Option C: No Special Clause

No specific Kentucky remedies are added.

20. Post-Termination Knowledge

Option A: Unassisted Memory

Knowledge retained in unassisted memory by the Recipient after termination of this agreement shall not be considered a breach of this agreement, consistent with Kentucky case precedents, where applicable.

Option B: Exception for Trade Secrets

The 'unassisted memory' exception does not apply to trade secrets.

Option C: No Exception

The 'unassisted memory' exception does not apply in this agreement.

21. Periodic Audits (Optional)

Option A: With Audit Rights

Discloser, upon reasonable notice, shall have the right to audit Recipient's compliance with this Agreement.

Option B: Limited Audit Rights

Discloser may only audit Recipient’s compliance if there is reasonable suspicion of a breach.

Option C: No Audit Rights

Discloser has no right to audit Recipient's compliance with this agreement.

22. Training (Optional)

Option A: Mandatory Training

Recipient agrees to undergo mandatory training on data security as specified by Discloser.

Option B: Recommended Training

Discloser recommends that Recipient complete training on data security.

Option C: No Training

There are no training requirements in this agreement.

23. Indemnification (Optional)

Option A: Full Indemnification

Recipient shall indemnify and hold Discloser harmless from any losses, damages, or liabilities arising from Recipient's breach of this Agreement.

Option B: Limited Indemnification

Recipient shall only indemnify Discloser for losses directly caused by Recipient's gross negligence or willful misconduct.

Option C: No Indemnification

There are no indemnification provisions in this agreement.

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

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

By: [Name]