Kentucky partnership nda template

Kentucky Partnership Non-Disclosure Agreement

This Kentucky Partnership Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

• [Name of Disclosing Party], a [State of Formation] [Entity Type] with its principal place of business at [Business Address], hereinafter referred to as “Disclosing Party,”
• and
• [Name of Receiving Party], a [State of Formation] [Entity Type] with its principal place of business at [Business Address], hereinafter referred to as “Receiving Party.”

WHEREAS, the Disclosing Party and Receiving Party are entering into a partnership or collaboration (the “Partnership”) concerning [Description of Partnership Activities]; and

WHEREAS, in connection with the Partnership, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party;

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

Definition of Confidential Information

Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, electronically, or in writing, 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:

• Financial records
• Proprietary methods
• Business plans
• Client or customer lists
• Supplier information
• Trade secrets as defined under KRS 365.880 et seq.
• Technical data
• Marketing materials
• Partnership strategies
• Agreements
• Transaction details
• All tangible or intangible information disclosed orally, visually, electronically, or in writing.

Exclusions from Confidential Information

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

• Option A: Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Option B: Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.
• Option C: Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Option D: Is required to be disclosed by law, court order, or government regulation.
  • The Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for the purpose of performing activities within the defined Partnership. The Receiving Party shall not use the Confidential Information for:

• Option A: Competitive advantage against the Disclosing Party.
• Option B: Outside employment or personal gain.
• Option C: Any purpose other than the furtherance of the Partnership.

Protection of Confidential Information

The Receiving Party shall adopt and document commercially reasonable safeguards aligned with industry standards and Kentucky business practices for the protection, storage, access control, transfer, transmission, copying, and destruction of Confidential Information, including:

• Option A: Requiring all employees, agents, affiliates, subcontractors, or advisors who have access to the Confidential Information to execute confidentiality agreements with terms no less restrictive than those contained herein.
• Option B: Implementing physical and electronic security measures to prevent unauthorized access to the Confidential Information.
• Option C: Restricting access to the Confidential Information to those individuals who have a need to know such information in order to perform their duties in connection with the Partnership.

Term and Termination

The duty of confidentiality under this Agreement shall commence as of the Effective Date and shall continue:

• Option A: Throughout the term of the Partnership.
• Option B: For a period of [Number] years following the termination or expiration of the Partnership.
• Option C: Indefinitely with respect to trade secrets, as long as they remain trade secrets under KRS 365.880 et seq.

Return or Destruction of Confidential Information

Upon termination of the Partnership, withdrawal of a partner, or upon written request of the Disclosing Party, the Receiving Party shall promptly:

• Option A: Return all Confidential Information, including all copies thereof, to the Disclosing Party.
• Option B: Destroy all Confidential Information, including all copies thereof, and provide the Disclosing Party with a sworn certification of such destruction.

Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure, breach, loss, or misuse of the Confidential Information. The Receiving Party shall fully cooperate with the Disclosing Party in the investigation, mitigation, and remediation of any such event.

Remedies for Breach

The Disclosing Party shall be entitled to:

• Option A: Damages for any breach of this Agreement by the Receiving Party.
• Option B: Equitable relief, including temporary restraining orders and injunctions, as provided under Kentucky law, to prevent or restrain any further breach of this Agreement.
• Option C: Indemnification from the Receiving Party for any losses, costs, or expenses incurred by the Disclosing Party as a result of the breach.
• Option D: Reimbursement of its reasonable attorneys' fees and costs incurred in enforcing this Agreement.

Dispute Resolution

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

• Step 1: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Step 2: If negotiation fails, the parties shall submit the dispute to mediation in [City, Kentucky], using a mediator mutually agreed upon by the parties.
• Step 3: If mediation fails, the dispute shall be submitted to binding arbitration in [City, Kentucky], in accordance with the rules of the American Arbitration Association.

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 the state or federal courts located in [County, Kentucky]. This agreement specifically references Kentucky Revised Statutes regarding contracts, partnership, and trade secrets (KRS 365.880 et seq.).

Compliance with Laws

Nothing in this Agreement shall be construed to prohibit disclosures as expressly required by Kentucky statutes or federal law, such as whistleblower protections or lawful government cooperation.

Integration

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. This NDA is related to the underlying Kentucky partnership agreement and the parties' business registration status.

Severability

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

Amendment

This Agreement may be amended only by a written instrument signed by both parties. Electronic signatures and counterparts are acceptable under Kentucky's Uniform Electronic Transactions Act.

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including new or departing partners, per Kentucky partnership statutes.

No License

Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right with respect to the Confidential Information, including any intellectual property rights. No ownership or transfer of intellectual property rights occurs due to this agreement.

No Non-Compete

Nothing in this Agreement shall be construed as creating a non-compete agreement.

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

Disclosing Party:

By: [Signature of Disclosing Party Representative]

Name: [Printed Name of Disclosing Party Representative]

Title: [Title of Disclosing Party Representative]

Receiving Party:

By: [Signature of Receiving Party Representative]

Name: [Printed Name of Receiving Party Representative]

Title: [Title of Receiving Party Representative]