Kansas NDA Template
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A Kansas NDA, or “nondisclosure agreement,” is a legal agreement amongst two or more entities, outlining the details you and your counterpart must treat as confidential. NDAs come to the rescue for startups or established businesses by offering a safety net. This protection becomes pivotal when there are risks of employees, potential business associates, and the likes making attempts to disclose sensitive business information. This legal tool aids in safeguarding your company's trade secrets and other key data – for example, your entrepreneurial game plan or customer contacts – from being unveiled to the public arena or competitors.
Trade Secret Definition in Kansas
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Kansas Statutes § 60-3320(4))
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Read on to learn more about Kansas NDAs, including:
What's included in a Kansas NDA?
Here are some key components that are typically included in a Kansas Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
This section clarifies who's sharing confidential info (the "disclosing party") and who's receiving it (the "receiving party"). In a unilateral NDA, there's one of each. But in a mutual NDA, both parties are disclosing and receiving confidential information. If you're an individual, you can simply use your name instead of a "Company Name."
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
For your NDA, it's crucial to define the info classified as "confidential." A court wouldn't uphold a broad clause, like "all things shared in the next two years." However, the definition shouldn't be too narrow, either. Most firms adopt a standard definition, as seen in the template. For more info, read our in-depth post on defining confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
In an NDA, a "purpose" is required. It might be "to develop a prototype for the disclosing party" or "to determine the potential business relationship between these parties." The purpose dictates how the receiving party can use the confidential info. For instance, if hiring a developer to build your website, the purpose would be tied to the particular aspects of the site being developed. The template language works in most cases, but you may need to tailor it.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
With respect to the outlined purpose in your NDA, it is important to consider how your confidential information will be used. This provision essentially denotes that the confidential information will only be applied towards the agreed purpose. Let's consider if someone misuses the confidential info to undermine the company. This particular provision makes sure that critical discussions are kept private, thereby insuring both parties against potentially harmful influences from external sources or injury.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
Even though you’re transferring your information to the “Recipient”, what happens if the Recipient is a company or the recipient needs legal advice? These types of queries are addressed in the “Limited Access” section of your NDA.
Generally, the template-provided language should work fine. However, consider who needs to access the information, and restrict its use to those individuals. The recipient is also responsible for having any third-party sign an NDA agreeing to the same terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
This NDA section covers “exclusions”. These exclusions elevate the odds that a court will uphold your NDA (should a dispute arise). However, you might want to consider removing 4(a)(1) if you’ve previously shared confidential information with the recipient. Mostly, though, the template's language should work.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
The term, or duration, of your NDA is covered here. An NDA might cover a transaction that lasts for only a few days; alternatively, you may need it to remain effective indefinitely. The NDA will typically extend beyond a specific transaction or relationship, specifically till the trade secret retains its secrecy.
If you're unsure, a good rule of thumb is between one to five years. Remember: you need the NDA to be effective as long as you want the information to remain confidential.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
Don’t worry if you've already spilled some secrets before signing the NDA. There are a couple of ways to tweak the template to protect yourself. Read our guide on how to do just that.
How do I protect my trade secret?
NDAs are designed to safeguard confidential information, but that's just one piece of the trade secret puzzle. For the information to hold value, it needs to qualify as a trade secret. If you're unsure about what constitutes a trade secret, or if you're wondering how to effectively protect it, take a look at our guide on the subject.