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Kansas Non-Disclosure Agreement Requirements

Kansas NDAs used in employment relationships also inherit a distinct statutory limit that predates 2025: K.S.A.

Introduction

Kansas NDAs used in employment relationships also inherit a distinct statutory limit that predates 2025: K.S.A. 44-130 keeps an invention-assignment clause from reaching an invention an employee developed entirely on their own time, without the employer's equipment, supplies, facilities, or trade secret information, unless the invention relates to the employer's business or results from work performed for the employer, though the employee must still disclose all inventions being developed so ownership can be sorted out. On the restrictive-covenant side, Kansas does not have a general statute governing non-compete enforceability, but effective July 1, 2025, it gained something more specific and more relevant to NDA drafting: Senate Bill 241 amended K.S.A. 50-163, the Kansas Restraint of Trade Act, so that a written employee non-solicitation covenant is conclusively presumed enforceable if it protects the employer's confidential or trade secret business information, customer or supplier relationships, goodwill, or loyalty, or if it lasts no more than two years after employment ends. That presumption reaches non-solicitation and non-interference clauses, the kind often bundled into an NDA alongside confidentiality terms, but it does not extend to traditional covenants not to compete, which the same statute expressly excludes and which Kansas courts still test only under a common-law reasonableness standard. A Kansas NDA is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320 et seq.), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. The practical effect for drafting is that a Kansas NDA with non-solicitation language now has statutory backing it did not have before 2025, provided that language is tied to protecting confidential or trade secret information rather than simply blocking ordinary competition.

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Key Things to Know

  1. 1

    If a Kansas NDA is used in an employment relationship and asks someone to assign inventions to the employer, K.S.A. 44-130 keeps it from reaching an invention developed entirely on the employee's own time without the employer's equipment, supplies, facilities, or trade secret information, unless the invention relates to the employer's business or results from work the employee performed for the employer. Kansas's statute also requires the employee to disclose all inventions being developed, so ownership can be sorted out.

  2. 2

    Because a Kansas covenant not to compete is not covered by K.S.A. 50-163, it is still enforced only under the common-law reasonableness test from Weber v. Tillman, 259 Kan. 457 (1996): the restraint must be reasonable under the circumstances, not adverse to the public welfare, and limited to protecting a legitimate business interest rather than simply preventing ordinary competition.

  3. 3

    Trade secret protection runs through the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320 et seq.), separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Kansas generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (K.S.A. 60-3325), and a continuing misappropriation counts as a single claim rather than restarting the clock with each new use or disclosure.

  5. 5

    Since July 1, 2025, K.S.A. 50-163 (as amended by Senate Bill 241) conclusively presumes a written employee non-solicitation covenant enforceable if it protects the employer's confidential or trade secret business information, customer or supplier relationships, goodwill, or loyalty, or if it runs no more than two years after employment ends. The same statute explicitly excludes traditional covenants not to compete from this presumption.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Kansas; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    A Kansas court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Kansas, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

Customize your Non-Disclosure Agreement Template with DocDraft

KANSAS NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is entered into by [Party A Name] of [City], Kansas and [Party B Name] of [City], Kansas (each a "Party"), on the terms set out below.

  1. Purpose. The Parties are entering into [describe business purpose, e.g. discussions about a potential business relationship], and in the course of those discussions either Party may disclose Confidential Information to the other.

  2. Definition of Confidential Information. Information qualifies as "Confidential Information" when marked confidential, or when the circumstances would put a reasonable person on notice to treat it that way, including trade secrets as the Kansas Uniform Trade Secrets Act defines them: information deriving independent economic value from not being generally known, protected by reasonable efforts to keep it secret (K.S.A. 60-3320(4)). Nothing already public apart from anything the receiving Party did, already known to it beforehand, independently developed, or lawfully received from a third party owing no confidentiality duty counts as Confidential Information, a result the definition's own terms already produce, without a separate statutory list.

  3. Obligations. Whoever receives Confidential Information owes the discloser reasonable care, may use it only for the Section 1 purpose, and needs written consent before passing it along, except to employees, agents, or advisors who genuinely need it and have agreed to terms no looser than these.

  4. Scope Limitation (Kansas-Specific). Effective July 1, 2025, Senate Bill 241 amended K.S.A. 50-163 so a written employee non-solicitation covenant is conclusively presumed enforceable, not a restraint of trade, if it protects the employer's confidential or trade secret information, customer or supplier relationships, goodwill, or loyalty, or lasts no more than two years past employment, exactly the protection this Agreement reinforces. That presumption stops at non-solicitation, though: K.S.A. 50-163(e)(6) excludes traditional covenants not to compete entirely, leaving those governed only by the Kansas Supreme Court's common-law reasonableness standard from Weber v. Tillman, 259 Kan. 457 (1996). This Agreement accordingly never restrains either Party's general skill, training, or experience, reaching only genuine confidential and trade secret information and the relationships K.S.A. 50-163 recognizes.

  5. Invention Assignment (Kansas-Specific). Where this Agreement arises from an employment relationship requiring the employee to assign inventions to the employer, K.S.A. 44-130 voids, as against Kansas public policy, any assignment obligation reaching an invention developed entirely on the employee's own time without the employer's equipment, supplies, facilities, or trade secret information, unless it relates to the employer's business or research, or grew from work performed for the employer. Kansas's statute goes further than most: even an invention outside the employer's reach must still be disclosed to the employer, at hire or afterward, so ownership can be sorted out.

  6. Federal Whistleblower Notice. The Defend Trade Secrets Act, at 18 U.S.C. Section 1833(b), immunizes an individual from criminal or civil trade secret liability for confidentially disclosing one to a government official or an attorney solely to flag a suspected legal violation, or for filing it under seal in a court proceeding. This notice appears because the statute ties full DTSA remedies to having given it.

  7. Term. Confidentiality obligations continue for [X years] after signing, though anything qualifying as a trade secret under Kansas law keeps its protection for however long that status lasts, term limit aside.

  8. Return or Destruction. The receiving Party must return or destroy all Confidential Information in its possession, including copies, once the disclosing Party requests it or the Section 1 purpose has run its course, whichever comes first.

  9. Remedies. Kansas courts may enjoin a breach that is happening or threatened under K.S.A. 60-901, and if the information is a trade secret, the Kansas Uniform Trade Secrets Act adds actual loss, unjust enrichment, or a reasonable royalty, plus exemplary damages up to double that award for willful and malicious misappropriation (K.S.A. 60-3322).

  10. Governing Law. Kansas has no statute selecting which state's law governs a contract like this one; its courts apply the common-law rule of lex loci contractus, the law of the place the agreement was made, so the Parties confirm that place is Kansas. If either Party is a nonresident, K.S.A. 60-308 lets Kansas courts exercise personal jurisdiction over that Party in a dispute arising here.

  11. Miscellaneous. Electronic signatures bind the Parties here under the Kansas Uniform Electronic Transactions Act (K.S.A. 16-1601 et seq.), which parallels the federal ESIGN Act, 15 U.S.C. Section 7001. An unenforceable provision does not pull down the rest of the Agreement, and the Parties' mutual promises are consideration enough to support it under ordinary Kansas contract principles.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Kansas Requirements for Non-Disclosure Agreement

Definition of Confidential Information (K.S.A. 60-3320 et seq.)

Clearly defines what constitutes confidential information under Kansas law, including trade secrets as defined in the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320 et seq.), which protects information that derives independent economic value from not being generally known.

Federal Trade Secret Protection (18 U.S.C. Section 1836 et seq.)

Acknowledges protection under the federal Defend Trade Secrets Act, which provides federal jurisdiction for trade secret misappropriation and allows for remedies including injunctive relief and damages.

Exclusions from Confidential Information (K.S.A. 60-3320(4))

K.S.A. 60-3320(4) is the Kansas Uniform Trade Secrets Act's affirmative definition of a trade secret, information that derives independent economic value from not being generally known and that is protected by reasonable efforts to maintain its secrecy. It does not itself enumerate a separate list of exclusions; the standard NDA carve-outs for publicly available information, information the receiving party already held, information developed independently, and information rightfully received from a third party follow from what the definition's own terms already exclude, rather than from a distinct statutory list.

Obligations of Receiving Party (Kansas Common Law)

Outlines the duty to maintain confidentiality and exercise reasonable care to protect confidential information, consistent with Kansas common law principles regarding contractual obligations.

Term of Confidentiality (Kansas Common Law on Contract Duration)

Establishes the duration of confidentiality obligations, noting that Kansas courts generally enforce reasonable time limitations while potentially scrutinizing perpetual obligations under contract law principles.

Permitted Disclosures (K.S.A. 60-226)

Addresses circumstances where disclosure is permitted, including compliance with Kansas judicial or administrative proceedings under K.S.A. 60-226, the Kansas discovery-scope rule that governs when a litigant may be required to produce material in a Kansas court proceeding.

Whistleblower Immunity Notice (18 U.S.C. Section 1833(b))

Includes mandatory notice of immunity for confidential disclosure of trade secrets to government officials or attorneys for reporting suspected violations of law, as required by the federal Defend Trade Secrets Act.

Return or Destruction of Confidential Information (Kansas Common Law)

Requires the return or destruction of confidential materials upon request or termination of the agreement, consistent with Kansas contract enforcement principles.

Injunctive Relief (K.S.A. 60-901 et seq.)

Provides for injunctive relief in case of breach, acknowledging Kansas courts' authority to grant such relief under K.S.A. 60-901 et seq., the general Kansas injunction statute.

Jurisdiction Over Nonresident Parties (K.S.A. 60-308)

K.S.A. 60-308 is Kansas's long-arm statute, establishing personal jurisdiction over a nonresident party and the manner of serving that party, and applies when a party to this Agreement is not a Kansas resident. It does not itself select which state's substantive law governs the Agreement; Kansas has no dedicated governing-law statute for contracts, and its courts instead apply the common-law rule of lex loci contractus, looking to the law of the place where the agreement was made.

Statute of Limitations (K.S.A. 60-511 and K.S.A. 60-3325)

Acknowledges the Kansas statute of limitations for contract actions (5 years for written contracts under K.S.A. 60-511) and for trade secret misappropriation (3 years from discovery under K.S.A. 60-3325).

Electronic Signatures (K.S.A. 16-1601 et seq. and 15 U.S.C. Section 7001 et seq.)

Recognizes the validity of electronic signatures under both the Kansas Uniform Electronic Transactions Act and the federal Electronic Signatures in Global and National Commerce Act.

Severability (Kansas Common Law)

Ensures that if any provision is found unenforceable under Kansas law, the remaining provisions remain in effect, consistent with Kansas contract interpretation principles.

Non-Waiver (Kansas Common Law)

Establishes that failure to enforce any provision does not constitute waiver of rights, in accordance with Kansas common law principles regarding contractual waiver.

Consideration (Kansas Common Law)

Acknowledges the requirement for valid consideration under Kansas contract law, which is essential for enforceability of the NDA.

Compliance with Federal Securities Laws (15 U.S.C. Section 78a et seq., Securities Exchange Act)

Ensures the NDA does not restrict disclosures required by federal securities laws, particularly relevant when dealing with potential investors.

Remedies and Damages (K.S.A. 60-3322)

Outlines available remedies for breach, consistent with Kansas law on contract damages and the specific remedies available under the Kansas Uniform Trade Secrets Act, including actual loss, unjust enrichment, a reasonable royalty, and exemplary damages up to double the award for willful and malicious misappropriation.

Attorney's Fees (K.S.A. 60-3323)

Provides for recovery of attorney's fees by the prevailing party in any dispute, noting that Kansas follows the American Rule (each party pays their own fees) unless specifically agreed otherwise or provided by statute.

Frequently Asked Questions

A Non-Disclosure Agreement in Kansas is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320 et seq.) regardless of what the NDA itself says.

It depends which kind. Since July 1, 2025, K.S.A. 50-163 conclusively presumes a written employee non-solicitation covenant enforceable if it is designed to protect the employer's confidential or trade secret business information, customer or supplier relationships, goodwill, or loyalty, or if it lasts no more than two years after employment ends, so a Kansas NDA bundled with that kind of non-solicit clause has firmer statutory footing than before. A traditional covenant not to compete is different: the statute expressly excludes covenants not to compete, so those are still evaluated only under Kansas's common-law reasonableness test.

No. Kansas has no general statute setting the enforceability standard for a traditional covenant not to compete; that question is governed by common law, specifically the Kansas Supreme Court's decision in Weber v. Tillman, 259 Kan. 457 (1996), which asks whether the restraint is reasonable under the circumstances, not adverse to the public welfare, and protects only a legitimate business interest. What Kansas does have, as of a 2025 amendment to K.S.A. 50-163, is a narrower statute covering non-solicitation and non-interference covenants, which is a different category from a non-compete and is the more likely overlap point with an NDA's confidentiality terms.

A trade secret misappropriation claim under the Kansas Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (K.S.A. 60-3325). A continuing misappropriation is treated as a single claim rather than a series of claims that each restart the clock. A separate breach-of-contract claim over the NDA itself follows Kansas's ordinary written-contract limitations period.

No, not automatically. K.S.A. 44-130 excludes an invention the employee developed entirely on their own time, without using the employer's equipment, supplies, facilities, or trade secret information, unless the invention relates to the employer's business or actual or demonstrably anticipated research or development, or resulted from work the employee performed for the employer. A provision in an NDA or employment agreement that tries to reach further than that is against Kansas public policy and unenforceable, though the employee must still disclose the invention so ownership can be determined.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to a Kansas investor who is not sharing anything confidential back. Both forms are equally enforceable in Kansas; the choice is about which structure matches the actual relationship.

No. A Kansas NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Kansas Uniform Trade Secrets Act provides an additional, independent basis for relief, including actual damages, unjust enrichment, and, for willful and malicious misappropriation, exemplary damages up to twice the award, separate from whatever remedies the NDA itself specifies.