Kentucky independent contractor nda template

Kentucky Independent Contractor Non-Disclosure Agreement

This Kentucky Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Client Name], located at [Client Address], (hereinafter referred to as "Company"), and

[Contractor Name], located at [Contractor Address], (hereinafter referred to as "Contractor").

Company and Contractor agree as follows:

1. Relationship of Parties

This Agreement does not create any employment, partnership, joint venture, agency, or other relationship between the parties. Contractor is an independent contractor and is not entitled to any employee benefits of Company.

2. Definition of Confidential Information

Confidential Information means any and all non-public, proprietary information of Company, including but not limited to:

Proprietary business data, trade secrets as defined by the Kentucky Uniform Trade Secrets Act (KUTSA).

Client and vendor lists, pricing models, internal processes, marketing strategies, financials.

Non-public project information, product designs, software code, intellectual property under Kentucky law.

Documents, and any information disclosed verbally, in writing, electronically, or by observation during the engagement.

3. Exclusions from Confidential Information

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

Is already in the public domain at the time of disclosure or becomes public without breach of this Agreement.

Is lawfully known to or independently developed by Contractor before receiving it from Company, as documented.

Is lawfully received from a third party under no obligation of confidentiality.

Is required to be disclosed by Kentucky law or court order, provided that Contractor gives prompt notice to Company and cooperates with Company if it seeks to limit or prevent such disclosure.

4. Use of Confidential Information

Contractor shall use Confidential Information solely for the purpose of performing services for Company as described in [Project Description].

Option A: Contractor shall not use Confidential Information for personal gain, competitive activities, subsequent employment, or disclosure to third parties.

Option B: Contractor may use Confidential Information only to the extent explicitly authorized in writing by Company.

5. Protection of Confidential Information

Contractor shall protect the confidentiality of Confidential Information using at least reasonable care.

Option A: Contractor shall implement security measures including password protection, encryption, restricted sharing, and secure disposal of Confidential Information.

Option B: Contractor shall adhere to Company's specific data security policies and procedures as provided.

6. Duration of Obligation

This Agreement shall be effective as of the Effective Date and shall continue in effect:

Option A: During the term of Contractor's engagement with Company and for [Number] years thereafter.

Option B: During the term of Contractor's engagement with Company and indefinitely for information constituting a "trade secret" under KUTSA.

7. Return or Destruction of Confidential Information

Upon Company’s request or upon termination of Contractor’s engagement with Company, Contractor shall:

Option A: Promptly return all Confidential Information, including all copies and derivatives.

Option B: Promptly destroy all Confidential Information, including all copies and derivatives, and certify in writing to Company that such destruction has been completed.

8. Notification of Breach

Contractor shall immediately notify Company in writing if Contractor becomes aware of any actual or suspected breach of this Agreement, accidental disclosure, or loss of Confidential Information. Contractor shall cooperate with Company in investigating and remedying any such breach.

9. Remedies for Breach

Contractor acknowledges that unauthorized use or disclosure of Confidential Information will cause irreparable harm to Company.

Option A: Company shall be entitled to seek monetary damages, reimbursement of attorney's fees, injunctive relief, and liquidated damages as permitted under Kentucky statutes.

Option B: Company shall be entitled to seek injunctive relief to prevent any further unauthorized use or disclosure of Confidential Information.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation is unsuccessful, the parties shall submit the dispute to mediation or arbitration in [County Name] County, Kentucky.

11. Governing Law

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.

12. No Implied Relationship

Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between the parties.

13. Intellectual Property

All work product created by Contractor in the course of Contractor’s engagement with Company, including any improvements to Confidential Information, shall be the sole and exclusive property of Company, to the extent allowed by Kentucky law.

14. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including any industry-specific confidentiality statutes and data protection regulations applicable under Kentucky law.

Option A: If the project involves regulated data (e.g., HIPAA, FERPA), Contractor agrees to adhere to all applicable regulations.

Option B: Contractor warrants compliance with [Specific Regulatory Body or Statute].

15. Amendments

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

16. 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.

17. 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 reputable overnight courier service, to the addresses set forth above.

18. Subcontracting

Contractor shall not subcontract any of its obligations under this Agreement without the prior written consent of Company. Any permitted subcontractor must sign a non-disclosure agreement with terms substantially similar to those set forth herein.

19. Successors and Assigns

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

20. 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.

21. Non-Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

22. Counterparts

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.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Date: [Date]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: Independent Contractor

Date: [Date]