Wisconsin employee nda template

Wisconsin Employee Non-Disclosure Agreement

This Wisconsin Employee Non-Disclosure Agreement ("Agreement") is made and effective as of [Effective Date] by and between [Employer Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] ("Employer"), and [Employee Name], residing at [Employee Address] ("Employee").

Identification of Parties

• Employer: [Employer Name], [Employer Address]
• Employee: [Employee Name], [Employee Address]

Definition of Confidential Information

• Confidential Information includes, but is not limited to:
  • Wisconsin-specific business practices
  • Trade secrets as defined by Wisconsin Statutes § 134.90
  • Proprietary business data
  • Technical information, including source code
  • Customer lists
  • Supplier lists
  • Pricing strategies
  • Marketing strategies
  • Financial data
  • Personnel information
  • Business processes
  • Product designs
  • R&D activities
  • Process documentation
  • Training materials
  • Any verbal, written, or electronic disclosures made during employment.

Exclusions from Confidentiality

• This Agreement does not apply to information that:
  • Is or becomes publicly available through no fault of the Employee.
  • Was rightfully known to the Employee prior to its disclosure by the Employer.
  • Is independently developed by the Employee without use of the Employer's Confidential Information.
  • Is lawfully received by the Employee from a third party without restriction on disclosure.
  • Is required to be disclosed by court order, subpoena, or Wisconsin statutes and regulations.

Obligations of Employee

• Use of Confidential Information:
  • Option A: The Employee shall use the Confidential Information solely for the benefit of the Employer and only within the scope of their employment.
  • Option B: The Employee shall only access confidential information as explicitly required for their defined job responsibilities.
• Non-Disclosure:
  • The Employee shall not disclose, sell, transmit, or otherwise make available the Confidential Information to any third party without the Employer’s prior written consent.
  • The Employee will not use Confidential Information for personal gain or the benefit of any third party.

Security Measures

• The Employee shall implement and maintain reasonable security procedures to protect the Confidential Information, including:
  • Safeguarding digital and physical records.
  • Controlling access to Confidential Information.
  • Refraining from discussing Confidential Information in public or insecure settings.
  • Restricting use of personal devices for handling Confidential Information unless explicitly authorized.
  • Prohibiting unauthorized cloud storage or data export.
  • Complying with the Employer's written confidentiality and data security protocols.

Term

• The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:
  • Option A: During the Employee’s employment with the Employer and for a period of [Number] years following the termination of employment.
  • Option B: For the maximum period allowed for trade secrets under Wis. Stat. § 134.90.
  • Option C: Until the information is no longer considered a trade secret under Wisconsin law.

Return of Materials

• Upon termination of employment, resignation, or at the Employer’s request, the Employee shall promptly:
  • Return all Confidential Information, including all copies, notes, and summaries, in whatever form.
  • Provide certification of destruction of any electronic data.
  • Confirm the return/destruction in writing.

Notification of Breach

• The Employee shall immediately notify the Employer of any unauthorized use, disclosure, or potential breach of this Agreement or the Confidential Information.
• The Employee shall cooperate fully with the Employer in investigating any such breach and mitigating its effects.

Remedies

• In the event of a breach of this Agreement, the Employer shall be entitled to:
  • Injunctive relief to prevent further breach.
  • Actual damages resulting from the breach.
  • Recovery of attorneys’ fees and costs incurred in enforcing this Agreement.
  • Option A: Liquidated damages of [Dollar Amount] (if permissible under Wisconsin law and not considered punitive).

Lawful Activities

• Nothing in this Agreement shall be construed to restrict the Employee’s right to:
  • Engage in whistleblowing activities protected under Wisconsin law.
  • Report violations of law to government agencies.

Non-Competition/Non-Solicitation (Optional - Must Comply with Wis. Stat. § 103.465)

• Option A: (If Included) Employee agrees that during employment and for a period of [Number] years following termination of employment, Employee shall not, within a [Miles] mile radius of [Employer Location], engage in a business that directly competes with the Employer, or solicit clients, customers, or employees of the Employer. This provision is reasonably necessary for the protection of the Employer's legitimate business interests.
• Option B: (If Included) Employee agrees that during employment and for a period of [Number] years following termination of employment, Employee shall not solicit clients, customers, or employees of the Employer for any competitive business. This provision is reasonably necessary for the protection of the Employer's legitimate business interests.
• Option C: (If Not Included) There is no restriction on future employment outside of the requirement to maintain confidentiality.

General Provisions

• No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Integration: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
  • First, the parties shall attempt to resolve the dispute through good faith negotiation.
  • If negotiation fails, the parties may attempt mediation.
  • If mediation fails, the parties may pursue litigation in the state or federal courts located in [County Name] County, Wisconsin, or binding arbitration in [City Name], Wisconsin.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws principles.

Data Protection Compliance

The Employee shall comply with all applicable Wisconsin data protection statutes and sectoral regulations, including but not limited to compliance with Wis. Stat. § 134.98 regarding notification obligations for data breaches.

Training and Acknowledgment

The Employee acknowledges receipt of training in the Employer’s confidentiality and data security policies and agrees to comply with all updates to such policies.

Employment Status

The Employee acknowledges that this NDA does not alter the at-will nature of their employment, as provided under Wisconsin law.

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

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Name]

Signature: ____________________________

Date: ____________________________