Wisconsin investor nda template

Wisconsin Investor Non-Disclosure Agreement

This Wisconsin Investor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Full Legal Name], located at [Disclosing Party Address], (“Disclosing Party”), and
• [Receiving Party Full Legal Name], located at [Receiving Party Address], (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain confidential information and desires to disclose such information to Receiving Party for the limited purpose of evaluating a potential investment or business relationship; and

WHEREAS, Receiving Party is willing to receive such confidential information and to hold it in confidence in accordance with the terms and conditions set forth herein.

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

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to Disclosing Party’s business, including, but not limited to:

• Business plans
• Financial statements
• Proprietary technology and trade secrets as defined in Wisconsin Statute § 134.90.
• Marketing strategies
• Customer and supplier data
• Investor presentations
• Due diligence materials
• Intellectual property under development
• Any oral, written, or electronic information shared during investor evaluation or negotiation processes.

2. Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of Receiving Party.
• Is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Is lawfully obtained by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party.
• Is required to be disclosed by law, court order, or regulatory authority. Receiving Party shall provide prompt notice to Disclosing Party of such requirement and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy.

3. Purpose of Disclosure

Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating, discussing, or pursuing a potential investment or business relationship with Disclosing Party (the "Purpose").

• Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, competitive advantage, or disclosure to other prospective investors, funders, or third parties without the prior written consent of Disclosing Party.

4. Obligations of Receiving Party

Receiving Party agrees to:

• Protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care appropriate to the industry context and consistent with Wisconsin standards. This includes physical, electronic, and procedural safeguards.
• Restrict access to the Confidential Information to its representatives or advisors who have a need to know the information for the Purpose, and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Not copy, transmit, or remove the Confidential Information except as strictly necessary for the Purpose and with appropriate controls.

5. Term and Termination

• This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years from the date of last disclosure, or indefinitely for information deemed a trade secret under Wisconsin law.
• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: Termination of discussions or the potential investment will not automatically terminate the confidentiality obligations outlined within this agreement.

6. Return of Confidential Information

Upon Disclosing Party’s written request or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies, summaries, and electronic records, or, at Disclosing Party’s option, certify in writing its destruction.

7. Breach Notification

Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any actual, suspected, or threatened unauthorized use or disclosure of the Confidential Information.

• Receiving Party shall cooperate fully with Disclosing Party in any remedial actions, including mitigation and investigation.

8. Remedies

Receiving Party acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate.

• Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including recovery of actual, statutory, or consequential damages as permitted under Wisconsin law.

9. Wisconsin Law and Enforceability

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

• This Agreement is intended to comply with Wisconsin's requirements for enforceable contracts, including adequate consideration and reasonableness of scope and duration, consistent with Wisconsin's doctrine on reasonableness of restrictive covenants.

10. Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts sitting in [County Name] County, Wisconsin.

11. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties.

12. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

13. Representatives and Advisors

Receiving Party shall ensure that its representatives, employees, and advisors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

• Option A: Receiving party shall provide written verification of such obligations to the Disclosing party upon request.

14. 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.

15. 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. The existence and terms of this NDA itself are considered confidential information.

16. Electronic Signatures

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 as valid signatures under Wisconsin law for business contracts.

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

[Disclosing Party Full Legal Name]

By: [Disclosing Party Signature Block]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

Contact Information: [Disclosing Party Phone Number]; [Disclosing Party Email Address]

[Receiving Party Full Legal Name]

By: [Receiving Party Signature Block]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]

Contact Information: [Receiving Party Phone Number]; [Receiving Party Email Address]