Kentucky Non-Disclosure Agreement
The Kentucky Non-Disclosure Agreement (“Confidentiality Agreement” or “One-way Agreement) is a document signed by two (2) parties, restricting one (1) of the parties from sharing the secret information learned by the other. Once signed, the party learning the information (called the “Receiving Party”) is legally required to keep it a secret, and can face financial repercussion in the event of a breach of contract. Signing an NDA can provide invaluable in several scenarios – one being for newly developed technology, as signing an NDA can ensure the technology’s design is kept secret until a patent is acquired.
Trade Secret Law
Kentucky’s Uniform Trade Secrets Act, Chapter 365 (§§ 365.880 through § 365.900), covers how trade secrets are handled with respect to the court of law, including when damages will be rewarded as well as an injunction issued. If you are signing an NDA within the state of Kentucky, understanding the act is important to ensure your agreement is effective in the event of a breach of contract. The following is a section-by-section breakdown of the act:
- § 365.880 “Definitions” – The definitions of four (4) commonly used terms throughout the following sections
- § 365.882 “Injunctive relief” – Situations in which an Injunction will be issued by the court
- § 365.884 “Damages” – When damages (from misappropriation) will be awarded to the complainant
- § 365.886 “Attorney’s fees” – What constitutes having the court pay for the winning party’s attorney’s fees
- § 365.888 “Preservation of secrecy” – Steps the court will take to protect the complainant’s trade secret(s)
- § 365.890 “Statute of limitations” – The timeframe required for bringing a case of misappropriation
- § 365.892 “Effect on other laws” – How §§ 365.880 – § 365.900 affects other laws within Kentucky’s Legislature
- § 365.894 “Uniformity of application and construction” – Generally infers that the Kentucky law is meant to be the same as other states trade secret laws
- § 365.896 “Short title” – That §§ 365.880 – § 365.900 should be cited as the Uniform Trade Secrets Act
- § 365.898 “Severability” – If certain parts of the act are not applicable, the other sections still apply
- § 365.900 “Effective date” – Any misappropriation prior to July 13th, 1990 does not apply (except for certain circumstances)
How to Write
Step 2 – Have both parties read through the contract, making any edits if required. At the top of the document, enter the Date that the parties are signing the contract (day and full year). Then, starting with the company or individual sharing the secret(s) (the “Disclosing Party”), have them enter their Name followed by their Address. On the next line, repeat this process for the entity learning the confidential information (the “Receiving Party”).
Step 3 – In the columns at the bottom of the second (2nd) page, have both parties write their Printed Names, their Titles within their companies, the Dates they are signing the agreement, and finally, their Signatures. Once both signatures have been recorded, the contract will go into effect.