Free Kentucky Non-Disclosure Agreement

Sample Kentucky Non-Disclosure Agreement


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


____________________ of ________________________________________________________________________________

(the "Employer")


- AND -

____________________ of ________________________________________________________________________________

(the "Employee")



  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 Commonwealth of Kentucky.
  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 Name: ____________________________







Witness Name: ____________________________



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?


KY Non-Disclosure Agreement

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