Kentucky mutual nda template

Kentucky Mutual Non-Disclosure Agreement

This Kentucky Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] (the "Effective Date") by and between:

• [Discloser Name], a [Business Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Kentucky, with its principal place of business at [Discloser Address], and with Kentucky registration number [Discloser Registration Number, if applicable], and whose principal contact for purposes of this Agreement is [Discloser Contact Name];
• and
• [Recipient Name], a [Business Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Kentucky, with its principal place of business at [Recipient Address], and with Kentucky registration number [Recipient Registration Number, if applicable], and whose principal contact for purposes of this Agreement is [Recipient Contact Name].

Each of [Discloser Name] and [Recipient Name] is referred to herein as a "Party," and together as the "Parties."

This Agreement is mutual, meaning both Parties will be both Discloser and Recipient of Confidential Information.

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by either Party (the "Discloser") to the other Party (the "Recipient"), whether disclosed orally, visually, electronically, in writing, or in any other form, 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:

• Business strategies, technical data, formulas, software, financial information, marketing plans, vendor/supplier details, pricing, client lists, legal documents, proprietary procedures, and all tangible and intangible information shared in written, oral, electronic, graphic, or other forms during the relationship. Trade secrets, as defined in the Kentucky Uniform Trade Secrets Act (KRS 365.880 to 365.900), are included within this definition and are subject to heightened protection under this Agreement.
• Option A: All information disclosed by Discloser to Recipient.
• Option B: Only information clearly marked as "Confidential" by the Discloser.

2. Exclusions from Confidential Information

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

• Is publicly available or becomes publicly available without breach of this Agreement.
• Was already lawfully known by Recipient prior to disclosure by Discloser, as evidenced by Recipient's written records.
• Was independently developed by Recipient without use of Discloser's Confidential Information.
• Was lawfully obtained from a third party not subject to any confidentiality obligation to Discloser.
• Is required to be disclosed by court order or government mandate; provided, however, that Recipient provides prompt written notice to Discloser to enable Discloser to seek a protective order or other appropriate remedy, if practicable and legally permissible.

3. Permitted Use

Recipient shall use the Discloser's Confidential Information solely for the following purpose(s): [Specify Permitted Purpose, e.g., evaluating a potential business relationship, discussing possible employment]. Recipient shall not use the Confidential Information for its own benefit, competitive advantage, or for any purpose other than the stated purpose.

• Option A: Recipient may disclose Confidential Information to its employees, contractors, and advisors 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.
• Option B: Recipient shall not disclose Confidential Information to any third party without the Discloser's prior written consent.

4. Protection of Confidential Information

Recipient shall protect the Confidential Information of Discloser with at least the same degree of care (but not less than reasonable care) that it uses to protect its own confidential information of a similar nature. This includes, but is not limited to:

• Maintaining physical and electronic security measures to prevent unauthorized access.
• Restricting access to the Confidential Information to those employees, contractors, and advisors 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.
• Implementing appropriate procedures for the secure storage, handling, and transmission of Confidential Information.
• Option A: Upon request by Discloser, Recipient shall provide written certification of the destruction of Confidential Information.
• Option B: All copies of written confidential information shall be stored in a locked file cabinet.

5. Term and Termination

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the Effective Date. With respect to Confidential Information that constitutes a trade secret under Kentucky law, the obligations of confidentiality shall continue for as long as such information remains a trade secret under the Kentucky Uniform Trade Secrets Act.

• Option A: This Agreement may be terminated by either Party upon [Number] days written notice to the other Party.
• Option B: This Agreement shall automatically terminate upon the completion of the Permitted Purpose.

6. Return or Destruction of Confidential Information

Upon termination of this Agreement, or at any time upon the Discloser's written request, Recipient shall promptly return to Discloser, or destroy (at Discloser's option), all Confidential Information of Discloser in Recipient's possession or control, including all copies, summaries, and extracts thereof. Recipient shall provide Discloser with written certification of such return or destruction within [Number] days of Discloser's request. This obligation applies to both physical and electronic information, including backup media and derivative materials.

7. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser upon discovery of any unauthorized disclosure or use of the Confidential Information. Recipient shall cooperate with Discloser in any reasonable manner to mitigate the unauthorized disclosure or use and to pursue any legal remedies available to Discloser under Kentucky law.

8. Remedies for Breach

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Therefore, Discloser shall be entitled to seek injunctive relief in any court of competent jurisdiction in Kentucky, including but not limited to, [Specify Kentucky County] County Circuit Court, to prevent any threatened or continuing breach of this Agreement, without the necessity of proving actual damages. This remedy is in addition to any other remedies available to Discloser at law or in equity, including monetary damages, consequential losses, and, if applicable, contractually agreed penalties as permissible under Kentucky law.

9. Dispute Resolution

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

• The Parties shall first attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the Parties shall attempt to resolve the dispute through mediation in [Specify Kentucky City], Kentucky, utilizing a mediator agreed upon by the Parties or appointed by [Specify Mediation Institution, e.g., the American Arbitration Association].
• If mediation fails, the Parties may pursue arbitration or litigation in a court of competent jurisdiction in [Specify Kentucky County] County, Kentucky. 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 Parties agree that venue for any legal action shall be proper only in [Specify Kentucky County] County, Kentucky.

10. Assignment

This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, subject to Kentucky contract law formalities.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Kentucky law, such provision shall be struck and the remaining provisions shall remain in full force and effect to the extent consistent with the original intent of the parties.

12. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. Any waiver shall be limited to the specific instance and shall not be deemed a continuing waiver.

13. Amendment

This Agreement may be amended only by a written instrument signed by both Parties. Any amendments must be compliant with Kentucky’s contractual enforceability standards.

14. 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, between the Parties relating to such subject matter.

15. Kentucky 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 law principles. Where relevant and not preempted by federal law, Kentucky law will apply, accounting for specific industry rules.

16. Public Records

If either party is a government entity, this Agreement is subject to Kentucky’s public records laws and freedom of information statutes.

17. No Implied Licenses

No implied licenses or rights under any intellectual property are granted by disclosure.

18. Authority

Each Party represents and warrants that it has the authority and capacity to enter into this Agreement under Kentucky law.

19. Electronic Signatures

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 and delivery shall be permitted and shall have the same force and effect as original signatures, as permitted by Kentucky legal standards.

20. No Solicitation (Optional)

During the term of this Agreement and for a period of [Number] years following its termination, Recipient shall not, directly or indirectly, solicit or attempt to solicit for employment, or otherwise induce to leave their employment, any employee of Discloser, nor solicit any client or customer of Discloser, in a manner that is compliant with Kentucky law.

• Option A: This provision applies only to employees and clients located within the Commonwealth of Kentucky.
• Option B: This provision shall not apply to general solicitations made to the public at large.

21. No Offer

This Agreement does not constitute an offer of employment, partnership, or joint venture unless expressly stated in a separate, written agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Discloser Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Recipient Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]