Make a Kansas Non-Disclosure Agreement

Kansas State Laws

The Kansas Uniform Trade Secrets Act, K.S.A. §§ 60-3320 through 60-3330 (2011) , sets out the parameters of non-disclosure agreements and their use. In addition to providing a legal description of a trade secret, the Kansas Uniform Trade Secrets Act also explains the relief that businesses may be entitled to receive if employees or contractors violate the agreement.

Kansas non-disclosure agreements are most often used with Kansas non-compete agreements .

Definition of “Trade Secrets”

Confidential information is often referred to in a Kansas non-disclosure agreement as a trade secret. The Kansas Uniform Trade Secrets Act defines the term “trade secrets” as some type of information such as a formula, pattern, compilation, program, device, method, technique, or process that holds actual or potential economic value for the business.

A trade secret cannot be information that is available as public knowledge. It also cannot be information that is easy for others to determine and use. The business must also take reasonable measures to keep that information confidential.

How to Write a Kansas Non-Disclosure Agreement

To write a basic Kansas non-disclosure agreement, you should first review the Kansas Uniform Trade Secrets Act. This will help prepare you to write your own NDA. However, this is not a substitute for legal advice. It is still important to meet with a qualified lawyer to ensure that your agreement forms are properly drafted. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies the parties: the Disclosing Party (your business) and the full address, the Receiving Party (the employee, independent contractor, or other third-party) and their full address, and the scope of the document (to prevent the misappropriation of trade secrets). It should also include an effective date.
• Definition of trade secret according to Kansas Uniform Trade Secret Act. The law defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, or process that has actual or potential economic value that isn't public knowledge or something that would be easily known to others in your industry. Your business must take reasonable measures to keep the information confidential.
• What is exempt from confidential status. Examples include information released through no fault of the receiving party, something created by or discovered by the receiving party before being provided to the disclosing party, something learned by the receiving party through legitimate means without the disclosing party or their agent, or something shared by the receiving party with the written permission of the disclosing party.
• The obligations of the receiving party. Examples include keeping confidential information in the highest confidence to benefit the disclosing party, carefully restricting access to the information without written approval from the disclosing party, and not using the information for their benefit without written consent from the disclosing party.
• Relationship clause. This clause is essential in some Kansas non-disclosure agreements. It states that nothing within the agreement makes either party a partner, joint venturer, or employee of the other for any purpose.
• Jurisdiction clause. This clause states that the laws of Kansas will be used to govern the NDA.
• Severability clause. A severability clause states that if a Kansas court finds a clause in the NDA invalid, then the remainder of the agreement will remain enforced.
• Integration clause. This clause states that the parties agree that the NDA expresses their complete understanding regarding the subject matter and that the agreement supersedes previous proposals, agreements, representations, and understands. It also states that the NDA may not be amended except in writing and that the amendment must be signed by both parties.
• Waiver clause. This clause states that if a party fails to exercise any rights within the NDA, they do not waive prior or subsequent rights.

The end of the document should include space for the parties to print and sign their names, list their roles (Disclosing Party or Receiving Party), and the date that they signed the document. The parties should each receive a copy of the executed document for their records.