Wisconsin independent contractor nda template

Wisconsin Independent Contractor Non-Disclosure Agreement

This Wisconsin Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date] by and between:

• [Principal Name], residing at [Principal Address], doing business as [Principal Business Entity Type, e.g., LLC], and having its principal place of business at [Principal Business Address] (hereinafter referred to as “Principal”),
• and
• [Contractor Name], residing at [Contractor Address], doing business as [Contractor Business Entity Type, e.g., Sole Proprietorship, LLC], and having its principal place of business at [Contractor Business Address] (hereinafter referred to as “Contractor”).

Recitals

WHEREAS, Principal desires to engage Contractor as an independent contractor to perform certain services; and

WHEREAS, in connection with the performance of such services, Principal may disclose to Contractor certain confidential information which Principal desires to protect from unauthorized use and disclosure;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Independent Contractor Status.

• Contractor acknowledges and agrees that this Agreement does not create an employer-employee relationship between Principal and Contractor. Contractor is an independent contractor and is not an agent, employee, partner, or joint venturer of Principal.

Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Principal to Contractor, whether orally, in writing, electronically, or by any other means, that relates to Principal’s business, including, but not limited to:

• Trade secrets, as defined under Wis. Stat. § 134.90.
• Business methods.
• Client databases.
• Customer and supplier lists.
• Technical data.
• Pricing information.
• Marketing plans.
• Software code.
• Designs.
• Proprietary know-how.
• Business strategies.
• Non-public financial information.
• Project documentation.
• Contracts.
• Processes.
• Inventions.
• Any other non-public company information disclosed during the Contractor’s engagement.

Exclusions from Confidential Information.

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Contractor.
• Was rightfully in Contractor’s possession prior to disclosure by Principal without any obligation of confidentiality.
• Is rightfully disclosed to Contractor by a third party without any obligation of confidentiality.
• Is required to be disclosed by law, court order, or governmental authority, provided that Contractor provides Principal with prompt written notice of such requirement (to the extent legally permissible) and cooperates with Principal in seeking a protective order or other appropriate remedy.

Permitted Use.

Contractor shall use the Confidential Information solely for the purpose of performing the services for Principal as described in [Exhibit A: Scope of Services].

• Contractor shall not use the Confidential Information for any personal gain or in the interest of any other party.
• Contractor shall not disclose, use, sell, license, publish, or otherwise exploit the Confidential Information except as expressly permitted by this Agreement.

Protection of Confidential Information.

Contractor shall take all reasonable and industry-appropriate measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Storing Confidential Information securely.
• Restricting access to Confidential Information to those individuals with a need to know.
• Using password protections.
• Not disclosing Confidential Information to employees, agents, or assistants unless needed for service performance and only under written confidentiality obligations at least as protective as those in this agreement.

Sub-contractors and Agents.

Contractor shall not sub-contract or delegate any portion of the services requiring access to Confidential Information without the prior written consent of Principal.

• If Principal consents to the use of sub-contractors or agents, Contractor shall ensure that such sub-contractors or agents enter into written confidentiality agreements with terms at least as protective as those contained in this Agreement.
• Contractor acknowledges that they are jointly liable under Wisconsin law for breaches of this Agreement caused by their sub-contractors and agents.

Reporting Unauthorized Disclosure.

Contractor shall immediately notify Principal upon discovery of any unauthorized disclosure, suspected breach, data loss, or security incident relating to the Confidential Information.

• Such notification shall be made within [Number] hours of discovery.
• Contractor shall fully cooperate with Principal in the investigation and mitigation of any such unauthorized disclosure, breach, data loss, or security incident.

Duration of Confidentiality.

The obligations of confidentiality under this Agreement shall continue during the term of the Contractor’s engagement with Principal and for a period of [Number] years following the termination of such engagement.

• Option A: The obligations of confidentiality shall continue indefinitely with respect to any information that constitutes a trade secret under Wis. Stat. § 134.90.

Return of Confidential Information.

Upon the termination of this Agreement, the completion of the services, or upon Principal’s request, Contractor shall promptly return to Principal all materials, copies, notes, devices, and media containing Confidential Information.

• Option A: If requested by Principal, Contractor shall, in lieu of returning such materials, destroy such materials and provide Principal with written certification of such destruction. The manner of destruction must be commercially reasonable and appropriate for the medium.

Consequences of Breach.

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Principal.

• In the event of a breach or threatened breach of this Agreement, Principal shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.
• Contractor shall be liable for all damages, including actual damages, reasonable attorney's fees, and costs, incurred by Principal as a result of Contractor’s breach of this Agreement.
• Option A: Liquidated Damages. Contractor agrees to pay liquidated damages in the amount of [Dollar Amount] for each breach of this Agreement. The parties acknowledge that actual damages would be difficult to ascertain, and this liquidated damages amount is a reasonable estimate of the potential damages. This clause is subject to Wisconsin enforceability standards regarding liquidated damages clauses.

Reverse Engineering.

Contractor shall not reverse engineer, decompile, or disassemble any software, hardware, or other proprietary information disclosed by Principal.

No License Granted.

No license or other rights of any kind are granted or conferred with respect to the Confidential Information, except as expressly provided in this Agreement.

No Obligation to Continue Engagement.

Nothing in this Agreement shall obligate Principal to continue or renew the independent contractor relationship with Contractor.

Non-Circumvention (Optional - Remove if not applicable).

• For a period of [Number] years following the termination of this Agreement, Contractor shall not directly or indirectly solicit, contact, or attempt to do business with any of Principal’s clients, employees, or business partners without the prior written consent of Principal. This clause is subject to Wisconsin law regarding restrictive covenants, which disfavors overbroad restrictions.

Compliance with Laws.

Contractor shall comply with all applicable Wisconsin state laws and regulations relating to data protection, privacy, unfair competition, and intellectual property.

• If Principal shares personal information with Contractor, Contractor shall comply with all applicable Wisconsin privacy regulations.

Governing Law and Venue.

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.

• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Wisconsin County Name] County, Wisconsin. The parties consent to the jurisdiction of such courts.
• The parties agree to attempt to resolve any disputes through good-faith negotiation or mediation prior to initiating litigation.

Miscellaneous.

• Amendment: This Agreement may be amended only by a writing signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Entire Agreement: 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.

Independent Contractor Acknowledgment.

Contractor acknowledges that this Agreement is specific to the independent contractor context and does not limit the Contractor’s ability to work for other clients, except as expressly provided herein and subject to Wisconsin law.

Wisconsin Uniform Trade Secrets Act (WUTSA).

Contractor acknowledges that Principal is subject to the Wisconsin Uniform Trade Secrets Act, Wis. Stat. § 134.90. Any unauthorized disclosure or misappropriation of Principal’s trade secrets may result in statutory penalties and criminal liability under Wis. Stat. § 943.205.

Exhibit A: Scope of Services.

• The scope of services to which this NDA applies is described in [Exhibit A: Scope of Services], which is attached hereto and incorporated herein by reference.

Independent Legal Advice.

Each party acknowledges that it has had the opportunity to seek independent legal advice with respect to the terms and conditions of this Agreement.

Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given:

• When personally delivered;
• When sent by certified or registered mail, return receipt requested;
• When sent by reputable overnight courier service; or
• When sent by email, with confirmation of receipt, to the following addresses:
  • If to Principal:
    • Address: [Principal Address]
    • Email: [Principal Email]
  • If to Contractor:
    • Address: [Contractor Address]
    • Email: [Contractor Email]

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

[Principal Name]

By: [Principal Signature]

Title: [Principal Title]

[Contractor Name]

By: [Contractor Signature]

Title: [Contractor Title]

Exhibit A: Scope of Services

[Insert a detailed description of the independent contractor's services, project, or engagement scope to which this NDA applies.]