Free Kansas Non-Disclosure Agreement

Sample Kansas Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this ____________________, _______

BETWEEN:

____________________ of ________________________________________________________________________________

(the "Employer")

OF THE FIRST PART

- AND -


____________________ of ________________________________________________________________________________

(the "Employee")

OF THE SECOND PART

BACKGROUND:

  1. The Employee is currently or may be employed as an employee with the Employer for the position of: ____________________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

    Confidential Information

  1. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  2. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's Employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  3. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  4. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  5. Confidential Obligations

  6. Except as otherwise provided in this Agreement, the Employee must keep the Confidential Information confidential.
  7. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  8. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until ____________________, _______, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
  9. The Employee may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  10. Avoiding Conflict of Opportunities

  11. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's Employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  12. Without the written consent of the Employer, the Employee further agrees not to:
    1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
    2. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable discretion, determines to be in conflict with the best interests of the Employer.
  13. Non-Solicitation

  14. Any attempt on the part of the Employee to induce others to leave the Employer's employ, or any effort by the Employee to interfere with the Employer's relationship with their other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that from the date of this Agreement until ____________________, _______, the Employee will not in any way, directly or indirectly:
    1. induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
    2. otherwise interfere with or disrupt the Employer's relationship with their employees and contractors;
    3. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
    4. solicit, entice, or hire away any employee or contractor of the Employer.

    This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Employee was employed by the Employer.

  15. Non-Competition

  16. Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Employee will not, from the date of this Agreement until ____________________, _______, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Employee was working during any time in the last year of Employment with the Employer.
  17. From the date of this Agreement until ____________________, _______, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from their customers, prior to termination or expiration, as the case may be, of the Employment.
  18. Ownership and Title

  19. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  20. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  21. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  22. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  23. Remedies

  24. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  25. Return of Confidential Information

  26. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  27. Notices

  28. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  29. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  30. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  31. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. ____________________
      ________________________________________________________________________________
    2. ____________________
      ________________________________________________________________________________
  32. Representations

  33. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
  34. Termination

  35. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  36. Assignment

  37. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  38. Amendments

  39. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  40. Governing Law

  41. This Agreement will be construed in accordance with and governed by the laws of the State of Kansas.
  42. General Provisions

  43. Time is of the essence in this Agreement.
  44. This Agreement may be executed in counterpart.
  45. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  46. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  47. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  48. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
  49. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  50. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  51. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ____________________, _______.

     

Witness(Sign):________________________________

 

____________________________________

Witness Name: ____________________________

 

____________________________(Employer)


     

Witness(Sign):________________________________

 

_______________________________________

Witness Name: ____________________________

 

____________________________(Employee)



Using a Non-Disclosure Agreement in Kansas to Protect your Intellectual Property and Trade Secrets

Your company's most valuable asset is its intellectual property. That one thing that gives you a competitive edge, the one this that if leaked, if the formula, technique, or process that gives your business an edge over the rest fell into the wrong hands or ears, would mean the ultimate fall of your business. So, considering all the weight carried by that intellectual property, you must set in motion plans that will ensure complete protection of that property.

Like any physical assets owned by your company, you need to devise better ways of protecting your hard-earned investments. The most effective strategy that assures you of the protection of your intellectual property is a confidentiality agreement in Kansas.

Confidentiality agreements (CAs) are also called non-disclosure agreements (NDAs). They represent a class of legally enforceable documents that give companies and inventors the power to forbid employees, contractors or investors from telling the world about your secret weapon - the intellectual property.

The document which is easily prepared from free Kansas non-disclosure agreement forms available online wields a great deal of power. And as long as the terms of the contract are deemed reasonable by the courts, will even forbid an employee from speaking to your clients and direct competitors after they leave employment.

Using the NDA, you get to share the details of your intellectual property with people on the 'need to know' basis without having to worry about the jeopardizing the integrity of that information.

The best bit about using NDAs is that you can only disclose the information that is necessary at that time. So, not all employees in your company would have all the details of the intellectual property at the same time. Besides the use of NDAs, you could also employ the use of a non-compete to ensure that your trade secrets, intellectual property, copyrights, and trademarks are protected.

Non-competes are legally binding instruments which not only ensure that employees keep mum about your intellectual property but also ensure that if those employees leave the company, they will not breathe a word about your trade secrets to the competition, work with your direct competitors, or even start their own companies using the knowledge gained from your company.

  • Other reasons why you need NDAs

    • You may need a free non-disclosure agreement in Kansas when you are developing a new prototype. Since you need to know how the product works and whether it will work, then come up with cost estimates for production and eventually marketing, among others, an NDA will ensure the protection of all these details.

    • When developing a business model to be presented to venture capitalists or angel investors for funding. The NDA will come in handy here, especially if you only want funding but you don't want to share with them your grand ideas.

    • An NDA is also important when you are selling your business or getting into a joint venture. Since the potential buyers may only want the details of your secret arsenal responsible for the success of the business, asking them to sign the NDA prevents the possibility of the potential buyer running away with your trade secrets, leaving you high and dry.

    • You could also use an NDA when you are planning to respond to a government-initiated confidential RFP, but you are unable to prepare a proposal. In this case, you will hire an independent consultant and ensure that the consultant does not disclose the details of your trade secrets to the rest of the world, that consultant will have to sign an NDA.

Elements of an NDA

To be taken seriously, you cannot just write down a few lines forbidding an employee from revealing your trade secrets. The document must be in a format that is legally recognized and enforceable. What this means is that there are specifics that should be present in the NDA hence the need for an approved non-disclosure agreement form. A complete NDA has:

Definition: this is the clause with the precise definition of the confidential information, in this case, the intellectual property. While you have the option of labeling the document a general NDA for intellectual property, it's smart to specify what the NDA is all about. You don't want people getting sneaky with ideas that could result in the crumbling of your business.

Obligations: this is the section of the NDA that outlines the roles of the receiving party as well as the consequences they will suffer should they breach the contract. In this section, the disclosing party also forbids the receiving party from disclosing the details of the NDA to third parties including other employees or consultants before those people sign NDAs. Also, the receiving party is forbidden from copying or publishing material in the NDA for their own benefit without the express direction of the disclosing party.

Exclusions: this covers the information that is not regarded confidential because the information is available in the public domain or because the receiving party received the information through legitimate means.

Time periods: this stipulates how long the receiving party will have to keep mum about the details of the intellectual property or trade secrets.

Signatures: for enforcement, the NDA must have the signatures of the receiving and the disclosing parties.

Like the NDA, the non-compete will only be enforceable if its conditions are reasonable and if the consideration is sufficient in the eyes of the law. Note that consideration is that thing that parties get out of a contractual relationship like signing an NDA or a non-compete.

Would you like an NDA for your trade secrets or intellectual property in Topeka, Wichita, Lawrence, Kansas City, Manhattan, Salina, Emporia, or any other city in Kansas? Get started with our free non-disclosure forms available online today.

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KS Non-Disclosure Agreement

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