Wisconsin consultant nda template

Wisconsin Consultant Non-Disclosure Agreement

This Wisconsin Consultant Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address], hereinafter referred to as "Company,"

and

[Consultant Name], residing at [Consultant Address], hereinafter referred to as "Consultant."

1. Definition of Confidential Information

Confidential Information means any and all proprietary or sensitive information of the Company, including but not limited to:

Option A: Trade secrets as defined under Wisconsin Statutes §134.90.

Option B: Business plans, technical data, proprietary software, financial statements, client and supplier information, proposals, pricing strategies, marketing materials, project documentation, research and development, know-how, business models, methodologies, work results, deliverables, systems, and policies.

Information disclosed in written, oral, visual, or electronic forms during the engagement will be considered Confidential Information.

2. Exclusions from Confidential Information

The following information shall not be considered Confidential Information:

Information already known by the Consultant before disclosure without obligation of confidentiality.

Information that is or becomes publicly available through no wrongful act of the Consultant.

Information lawfully received from third parties not bound by confidentiality.

Information required to be disclosed by law, subpoena, or court order, provided that immediate written notice is given to the Disclosing Party.

3. Ownership of Confidential Information

All Confidential Information is and remains the exclusive property of the Company.

Option A: No license or ownership rights are transferred by disclosure or use.

Option B: Consultant acknowledges Company's exclusive ownership and agrees not to challenge such ownership.

4. Permitted Use

The Consultant shall use Confidential Information solely for performing consulting services as defined in the agreement between Consultant and Company.

Option A: Consultant shall not use Confidential Information for any other purpose without the Company's prior written consent.

Option B: Reverse engineering, decompiling, or dissemination of Confidential Information is strictly prohibited.

5. Safeguards

The Consultant shall implement commercially reasonable and industry-standard safeguards for protection of Confidential Information.

Option A: Including physical, technical, and organizational security in compliance with Wisconsin data privacy requirements.

Option B: If handling regulated or personal data, Consultant shall address obligations under Wisconsin’s breach notification statute (§134.98) and other applicable sector-specific state or federal regulations.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall apply:

Option A: During the consulting engagement and for [Number] years after termination.

Option B: During the consulting engagement and for as long as the information qualifies as a trade secret under Wisconsin law (potentially indefinite protection per §134.90).

7. Return of Confidential Information

Upon contract termination or at the Company’s request, the Consultant shall:

Immediately return all Confidential Information to the Company.

Securely destroy Confidential Information (documented and certified if needed).

Delete or remove Confidential Information from all backup and digital storage used by the Consultant.

8. Unauthorized Disclosure

The Consultant shall provide prompt written notification to the Company upon any unauthorized use, disclosure, loss, or suspected breach of Confidential Information.

Option A: Consultant will fully cooperate in investigation and remediation, subject to Wisconsin’s notification timelines.

Option B: Consultant will bear all expenses necessary to investigate and recover improperly disclosed information.

9. Indemnification and Liability

The Consultant is responsible for all losses, damages, costs, attorneys’ fees, and other consequences resulting from a breach of this NDA.

Option A: The Company may seek injunction, specific performance, or equitable remedies in Wisconsin courts without demonstration of irreparable harm or requirement of posting bond.

Option B: Consultant shall indemnify Company for all damages related to violations of Wisconsin Statutes §134.90.

10. Remedies and Enforcement

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

Option A: Remedies and enforcement explicitly reference Wisconsin’s Uniform Trade Secrets Act (UTSA, §134.90).

Option B: Punitive damages, attorneys’ fees, or exemplary relief shall align with Wisconsin law.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Option A: Negotiation followed by mediation.

Option B: Arbitration.

Option C: Litigation in the state or federal courts located in [County] County, Wisconsin, with exclusive jurisdiction and venue in Wisconsin courts.

12. Independent Contractor Status

This NDA does not create an employment relationship, joint venture, or partnership between the parties.

Option A: The Consultant is an independent contractor.

Option B: Consultant shall not represent to be employee of company.

13. Non-Solicitation/Non-Circumvention (Optional - Review Carefully)

Option A: Consultant agrees not to solicit Company's clients or employees for a period of [Number] years following termination of this Agreement. Such restriction shall be narrowly tailored and reasonable in duration, scope, and geography in accordance with §103.465, Wis. Stats.

Option B: (If NO non-solicitation/non-circumvention) This agreement does not contain a non-solicitation or non-circumvention provision.

14. Modification, Waiver, or Assignment

No modification, waiver, or assignment of this NDA shall be valid unless in writing and signed by both parties.

15. Severability

If any provision of this Agreement is found unlawful or invalid under Wisconsin law, the remaining provisions shall remain in full force and effect.

16. Sector-Specific Requirements (If Applicable)

Option A: (For Healthcare): Consultant acknowledges obligations under HIPAA and Wisconsin health information privacy laws if receiving protected health information.

Option B: (For Financial): Consultant acknowledges obligations under GLBA and Wisconsin financial information privacy laws if receiving nonpublic personal information.

17. Subcontractors

The Consultant shall ensure that any subcontractors, affiliates, or agents who may receive Confidential Information are bound by confidentiality obligations at least as stringent as those of this Agreement.

18. Acknowledgment

The Consultant acknowledges that they have read, understood, and agree to all terms of this Agreement, including the obligations and legal consequences under Wisconsin law.

19. Electronic Signatures

Option A: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted in compliance with the Wisconsin Uniform Electronic Transactions Act (UETA, §§137.11 et seq.).

Option B: (If no electronic signatures) This agreement must be physically signed.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

Signature: [Signature]