Kentucky Proprietary Information and Inventions Agreement (PISA), also known as a confidentiality agreement or non-disclosure agreement (NDA), is a legally binding contract that outlines the rights, responsibilities, and obligations between an employer (the disclosing party) and an employee or independent contractor (the receiving party) in relation to the protection of proprietary information and inventions. This agreement is designed to safeguard sensitive, non-public information that the employer deems necessary to share with the employee or contractor for business purposes. It ensures that the receiving party understands the confidential nature of the information and commits to protecting it from unauthorized disclosure or use. The Kentucky PISA typically includes the following key elements: 1. Definition of Proprietary Information: This section describes the scope of information considered proprietary and includes but is not limited to trade secrets, technical data, business plans, customer lists, financial information, marketing strategies, and any other confidential materials related to the employer's business operations. 2. Obligations of the Receiving Party: The agreement outlines the receiving party's responsibilities to maintain the confidentiality of the proprietary information. It includes provisions for restricted use, non-disclosure to third parties, and the implementation of reasonable security measures to safeguard the information. 3. Exceptions to Confidentiality: Some PISA agreements may list certain exceptions to confidentiality, such as information already known to the receiving party, information rightfully obtained from a third party, or information that becomes publicly available. 4. Intellectual Property: This section addresses any inventions, discoveries, or creations made by the employee or contractor during their employment or engagement with the employer. It typically states that any intellectual property developed within the scope of employment automatically becomes the property of the employer. 5. Non-Competition and Non-Solicitation: In some cases, the agreement may include provisions restricting the receiving party from competing with the employer or soliciting the employer's clients or employees for a specific period after employment. It is important to note that there may be variations or customizations to the Kentucky PISA based on the specific needs and requirements of the employer or industry. However, the general purpose of the agreement remains the same — to protect valuable proprietary information, maintain confidentiality, and ensure the employer's intellectual property rights are preserved. It is advisable to consult legal professionals or attorneys to draft or review the Kentucky Proprietary Information and Inventions Agreement to ensure it complies with state laws and meets the specific needs of both parties involved.