Kentucky nda template

Kentucky Non-Disclosure Agreement (NDA)

Effective Date: [Date]

This Non-Disclosure Agreement (the “Agreement”) is made as of the Effective Date by and between:

[Disclosing Party Name], a [Disclosing Party Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Name], a [Receiving Party Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Receiving Party Address] (“Receiving Party”).

1. Definition of Confidential Information

Option A: Broad Definition

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to: trade secrets, business plans, financial data, customer lists, technical data, prototypes, pricing strategies, marketing plans, and other proprietary information, whether or not marked as confidential.

Option B: Narrow Definition

Confidential Information means only the following information disclosed by Disclosing Party to Receiving Party: [Specifically List Confidential Information].

Information NOT Considered Confidential:

Information that is or becomes publicly known through no fault of the Receiving Party.

Information that was known to the Receiving Party prior to its disclosure by the Disclosing Party.

Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Information that is lawfully obtained by the Receiving Party from a third party who has the right to disclose it.

2. Purpose of Disclosure

Option A: Limited Purpose

The Receiving Party may use the Confidential Information solely for the purpose of [Define Purpose, e.g., evaluating a potential business transaction].

Option B: No Purpose Limitation

The Receiving Party may use the Confidential Information for any lawful purpose.

3. Obligations of Receiving Party

Duty of Care:

The Receiving Party shall use at least the same degree of care to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information of a like nature, but in no event less than reasonable care.

Restrictions on Disclosure:

The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted below.

Permitted Disclosures:

To its employees, agents, and representatives (“Representatives”) who have a need to know the Confidential Information for the Purpose, and who are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party is responsible for any breach of this agreement by its Representatives.

Required Disclosures:

If the Receiving Party is required to disclose Confidential Information pursuant to a law, regulation, or court order, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy.

4. Duration of Confidentiality

Option A: Fixed Term

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.

Option B: Perpetual (Trade Secrets) / Fixed Term (Other Information)

With respect to information constituting a “trade secret” under the Kentucky Uniform Trade Secrets Act, KRS 365.880 et seq., the obligations of confidentiality under this Agreement shall continue indefinitely. With respect to all other Confidential Information, the obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.

Option C: Other: [Specify Duration]

5. Exceptions to Obligations

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

Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.

Was in the Receiving Party’s possession prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.

Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation with respect to such information.

Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party’s written records.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon termination of the relationship between the parties, the Receiving Party shall promptly:

Return to the Disclosing Party all tangible embodiments of the Confidential Information, including, without limitation, documents, drawings, models, and other media; or

Destroy all such tangible embodiments of the Confidential Information.

Option A: Certification of Destruction

The Receiving Party shall provide the Disclosing Party with written certification of such destruction.

Option B: No Certification Required

No certification is required.

7. Remedies for Breach

The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

8. No Transfer of Intellectual Property Rights

Nothing in this Agreement shall be construed as granting to the Receiving Party any ownership rights, licenses, or interests in or to the Confidential Information. All such rights shall remain exclusively with the Disclosing Party.

9. Type of Agreement

Option A: Mutual (Bilateral)

This Agreement is a mutual non-disclosure agreement. Both parties may disclose confidential information to the other.

Option B: One-Way (Unilateral)

This Agreement is a one-way non-disclosure agreement. Only the Disclosing Party is disclosing confidential information.

10. No Obligation to Contract

Nothing in this Agreement shall create any obligation on either party to enter into any further agreement or business relationship.

11. Non-Solicitation (Optional)

Option A: Include Non-Solicitation

During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not, directly or indirectly, solicit for employment any employee of the Disclosing Party, or solicit any customer of the Disclosing Party, without the prior written consent of the Disclosing Party.

Option B: Exclude Non-Solicitation

This Agreement does not contain a non-solicitation provision.

12. Non-Compete (Optional)

Option A: Include Non-Compete (Note: Enforceability is subject to Kentucky law requirements of reasonableness)

During the term of this Agreement and for a period of [Number] years thereafter, within a [Geographic Area] radius of the Disclosing Party’s principal place of business, the Receiving Party shall not, directly or indirectly, engage in any business that competes with the business of the Disclosing Party, as it exists as of the Effective Date of this Agreement. This non-compete is supported by adequate consideration: [Specify Consideration, e.g., initial employment, promotion].

Option B: Exclude Non-Compete

This Agreement does not contain a non-compete provision.

13. 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 venue for any legal action arising out of or relating to this Agreement shall be in [County Name] County, Kentucky.

14. Dispute Resolution

Option A: Mediation

Any dispute arising out of or relating to this Agreement shall be submitted to non-binding mediation in Kentucky before resorting to litigation.

Option B: Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Kentucky in accordance with the rules of the American Arbitration Association.

Option C: Litigation

Any dispute arising out of or relating to this Agreement shall be resolved in the courts of the Commonwealth of Kentucky.

15. Severability

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

16. 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.

17. 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.

18. 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. Electronic signatures shall be accepted as original signatures.

19. Amendment

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

20. Assignability

This Agreement may not be assigned by either party without the prior written consent of the other party.

21. Notices

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;

Sent by reputable overnight courier; or

Sent by email with confirmation of receipt to the addresses set forth above.

22. Affiliates, Representatives, and Successors

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The term “affiliates” means any entity controlling, controlled by, or under common control with a party. The term “representatives” includes, but is not limited to, directors, officers, employees, agents, attorneys, consultants, subcontractors, and advisors of the parties.

23. Kentucky Specific Considerations

This Agreement is intended to comply with all applicable laws of the Commonwealth of Kentucky, including, but not limited to, the Kentucky Uniform Trade Secrets Act (KRS 365.880 et seq.). The parties acknowledge that any non-compete provisions included herein must be reasonable in scope, duration, and geographic area, and supported by adequate consideration as required by Kentucky law.

24. Public Policy Carve-Outs

Nothing in this Agreement shall prohibit either party from reporting possible violations of law to appropriate governmental authorities or participating in any investigation or proceeding conducted by such authorities. Whistleblower protections available under federal and Kentucky law apply regardless of any provisions in this agreement.

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

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]