Free Kentucky Non-Disclosure Agreement


Everything You Need to Know About A Non-Disclosure Agreement in Kentucky

Asking people not to breathe a word about the lengthy discussion you just had on the merging process or the takeover of your business may feel like all you need to keep company secrets but humans are naturally inclined to do what they are told not to do. So, the only way for you to make sure that all the parties in the meeting or that one senior employee do not disclose that information to any soul or competitors is by making them sign dated legally binding documents.

The signed agreements are called non-disclosure agreements (NDAs). What an NDA does is that it forbids the employee (recipient) you’ve shared the confidential information with from breathing the information to another soul. Since he or she signs the document, you are certain that the information that you call trade secrets remains under wraps for as long as possible.

The NDA is, therefore, a useful deterrent against any improper dissemination of the company’s secrets. It is a trustworthy document because being in written form; the court will accept it as evidence in the event of a breach. Also, in its written form, it proved that the parties that signed the document read its contents and that they made a promise to adhere to the instructions and restrictions in the document.

The document comes as a non-disclosure form. Once it’s filled out and signed, it becomes a fully binding legal contract.

What is a trade secret?

When filling out your free non-disclosure agreement in Kentucky, you will notice that the term trade secret comes up too often. To be sure of what you are getting yourself into, you must know that the trade secret is the critical part of the NDA or the confidentiality agreement in Kentucky. It is the information – program, device, method, formula, or technique – which will derive its independent (potential or actual) economic value from being unknown to the public or any other parties who could obtain an economic value if they learned about the information. The trade secret could also be the information that is deemed reasonable under circumstances that admit keeping the information a secret under the state laws.

  • When do you need an NDA?

    • Your company will require the NDA when processing a new hire. This is essential because, after some time, the new employee will know a lot about your operations and the possession of that information knowing that they will not get into trouble when they share the information is a potential risk to the business and it could cause potential harm.

    • If you need to protect the company’s confidential information from falling into the wrong hands

    • If planning to maintain a competitive advantage. While the state is against some NDAs on competitiveness, a non-disclosure document ensures that the trade secrets do not reach the media, the public, or your competitors.

    • When explaining the responsibilities of all the parties in the transaction. If you are sharing specific confidential information about your business to a new employee, then you will need the NDA to create and stamp that relationship.

    • If setting standards for the handling of information. Using the confidentiality agreement or the NDA, the parties to the agreement agree to treat the confidential information as they would their own secrets.

    • When you wish to protect your business’ patent rights

    • When protecting information regarding mergers.

You cannot, however, use the NDA or the CA on everybody. These binding contracts will not work on people who cannot protect the information because they were aware of the information before signing, if the information is public knowledge, or if the information is subject to subpoenas for the courts.

At the same time, you cannot use the document if by signing it you hurt the business and lose more than you are likely to gain.

Types of NDAs or CAs

Unilateral NDA: this is an agreement that involves one party that is liable for keeping the trade secrets private from all third parties. The party disclosing the information is usually the company, and it’s allowed to reveal the trade secrets to third parties without violating the terms of the agreement or being held liable for breaching the contract.

Bilateral NDA: this agreement makes both parties liable to one another so that should one party reveal the information to a third party, the other party could be held equally liable as the guilty party. This means that the disclosing party and the recipient must keep the details of the NDA a secret at all times and for the stipulated amount of time.

You might also find standard NDAs, inventor, employee and interview non-disclosures.

Conditions for the validity of the NDA in Kentucky

  • Your free Kentucky non-disclosure agreement will only be deemed valid if:

    • A definitive establishment of the confidential information

    • Disclosure of the parties involved

    • The reason why the recipient knows the information

    • Any limits or exclusions on the confidential information

    • The obligations of the recipients

    • How long the contract lasts

    • Details of the injunctive clause

    • A recipient’s discloser noting that the recipient agreed to keep the trade secrets private

    • Severability which notes that even with one invalid section, the NDA holds in the court

    • Integration – an element that shows that the CA/ NDA supersedes other documents and that the only way to amend it is by writing

    • Waivers to the rights of the receiving party

    • The relationship between the parties

    • Ownership of the secrets

    • Jurisdiction as well as what happens in the event of a breach of contract

    • Names and dated signatures of the parties involved.

Is the NDA the most restrictive agreement for protecting business secrets?

No. Other than the NDA/ CA, there are non-compete and the non-solicitation agreements. A non-solicitation document is moderately, and it restricts a recipient from working with the business’ clients or taking away business from the company.

On the other hand, the non-compete clause will stop a receiving party from disclosing information to the competitors or working with them, or even starting their own business to provide direct competition with the company.

Note that the CA could set times during which non-solicitation or non-competition is not allowed but the set limits should be reasonable and fair for enforcement.

Would you like to protect your business in Frankfort, Lexington, Louisville, Paducah, Elizabethtown, Owensboro, Pikeville or any other city in Kentucky? How about using our free and downloadable non-disclosure form to get started?