Kansas Non-Disclosure Agreement
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ____ day of _____________, 20__, by and between __________________________________ (hereinafter referred to as the "Disclosing Party"), whose address is ___________________________________________________________________, and __________________________________ (hereinafter referred to as the "Receiving Party"), whose address is ___________________________________________________________________.
WHEREAS, the Disclosing Party possesses certain information relating to _____________________________________________________, which is considered by the Disclosing Party to be confidential and proprietary (hereinafter referred to as the "Confidential Information");
AND WHEREAS, the Receiving Party agrees to receive and maintain the Confidential Information in strict confidence in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Purpose of Disclosure: The Receiving Party acknowledges that the Confidential Information will be provided solely for the purpose of _________________________________________________.
- Non-Disclosure and Non-Use Obligations: The Receiving Party agrees not to use the Confidential Information for any purpose other than as specified in this Agreement and not to disclose any part of the Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Exclusions from Confidential Information: Confidential Information does not include information that:
- is or becomes publicly known through no act or omission of the Receiving Party;
- was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party;
- is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
- is independently developed by the Receiving Party.
- Term: The obligations of this Agreement shall remain in effect for a period of ______ years from the date of this Agreement, unless otherwise terminated in accordance with the provisions hereunder.
- Return of Confidential Information: Upon the termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all materials containing or derived from the Confidential Information.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas.
- Amendment and Waiver: Any amendment or waiver of any provision of this Agreement must be in writing and signed by both Parties.
- Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
Disclosing Party: ___________________________________________
Receiving Party: ____________________________________________