Kentucky employee nda template

Kentucky Employee Non-Disclosure Agreement

This Kentucky Employee Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between [Employer Legal Name], located at [Employer Address] ("Employer"), and [Employee Legal Name], residing at [Employee Address] ("Employee").

1. Definition of Confidential Information

• Confidential Information means any and all information of the Employer that is not generally known to the public and that Employee learns of or has access to as a result of Employee’s employment with Employer. Confidential Information includes, but is not limited to:
  • Business methods
  • Client and supplier data
  • Trade secrets, as defined under the Kentucky Uniform Trade Secrets Act (KUTSA)
  • Technical data
  • Formulas
  • Prototypes
  • Employee or payroll information
  • Proprietary research
  • Financial records
  • Marketing strategies
  • Software and source code
  • Business plans
  • Business processes
  • Training materials
  • Any other information labeled or reasonably understood to be confidential arising from or relating to the employment relationship.

2. Exclusions from Confidential Information

• The following information shall not be considered Confidential Information:
  • Information that is or becomes publicly available other than through breach of this Agreement by Employee.
  • Information that was already lawfully possessed by Employee prior to its disclosure by Employer.
  • Information that is rightfully received by Employee from a third party without any obligation of confidentiality to Employer.
  • Information required to be disclosed by law, court order, or government regulation, provided that Employee gives Employer prompt written notice of such required disclosure to allow Employer to seek a protective order or other appropriate remedy.

3. Use of Confidential Information

• Option A: Employee shall only use Confidential Information as necessary for the performance of Employee’s duties within the scope of Employee’s employment with Employer.
• Option B: Employee shall not use Confidential Information for any purpose other than the direct benefit of the employer.

4. Duty of Care

• Employee agrees to exercise at least reasonable care to safeguard Confidential Information.
  • Option A: Employee must protect Physical Security of confidential information, including the maintenance of secure storage for any physical documents.
  • Option B: Employee must protect Electronic Security of confidential information, including password management.
  • Option C: Employee must use data transfer protocols for confidential information.
  • Option D: Restrictions on duplication and external storage of confidential information.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of Employee’s employment with Employer and for a period of [Number] years after the termination of such employment, or until such Confidential Information ceases to be a trade secret, whichever is longer. Note: Indefinite restrictions may be unenforceable unless limited to trade secrets under Kentucky law.

6. Return of Confidential Information

• Upon termination of Employee’s employment with Employer, or at any time upon Employer’s written request, Employee shall immediately return to Employer, or certify destruction of, all Confidential Information in Employee’s possession or control, including all electronic and physical records.
  • Option A: Employee must return all physical documents.
  • Option B: Employee must delete all electronic records and provide certification of deletion.

7. Unauthorized Disclosure

In the event of any actual or suspected unauthorized disclosure, use, or loss of Confidential Information, Employee shall immediately notify Employer and cooperate fully with Employer in investigating and mitigating such event. This includes following any incident response protocols established by the employer consistent with Kentucky regulations.

8. Remedies for Breach

• Employer shall be entitled to all available remedies for breach of this Agreement, including but not limited to compensatory and consequential damages, injunctive relief, and equitable remedies.
  • Option A: Employer is entitled to attorney's fees and costs as provided by Kentucky law.
  • Option B: Liquidated damages may be pursued if appropriate and enforceable under Kentucky law.

9. Whistleblower Protection

Nothing in this Agreement shall be construed to restrict Employee from reporting illegal conduct or participating in investigations by any government agency.

10. Interaction with Other Agreements

This Agreement is intended to be read in conjunction with any other agreements between Employer and Employee, including but not limited to any Non-Competition Agreement, Non-Solicitation Agreement, or Invention Assignment Agreement. In the event of any conflict between this Agreement and any other agreement, the terms most favorable to Employer shall control, provided that such terms are enforceable under Kentucky public policy.

11. General Provisions

• No Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party to be charged with such waiver.
• 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.
• 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. Any amendment to this Agreement must be in writing and signed by both parties.

12. Governing Law and Venue

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. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state courts located in [County Name] County, Kentucky.

• Option A: All disputes arising under this agreement shall be settled by binding arbitration in [City, Kentucky] in accordance with the rules of [Arbitration Institution, e.g., the American Arbitration Association].

13. Employee Acknowledgment

Employee acknowledges that Employee has read and understands this Agreement and has had the opportunity to consult with independent counsel prior to signing it.

14. Data Protection and Privacy

Employee agrees to comply with all applicable Kentucky and federal data protection, privacy, and electronic communication laws and regulations.

15. Customization for Employee's Duties

This Agreement is customized for Employee’s actual duties, scope of access, and interaction with Confidential Information.

16. Protected Rights

This Agreement does not prevent Employee from making lawful wage and hour disclosures or exercising any other rights protected under Kentucky or federal law, including rights under the National Labor Relations Act.

17. Compatibility with Other Employment Provisions

This agreement is intended to be compatible and coordinated with any applicable Kentucky-specific employment contract provisions or local legal developments.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Legal Name]

Signature: ____________________________