Wisconsin mutual nda template

Wisconsin Mutual Non-Disclosure Agreement

This Wisconsin Mutual Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date], by and between:

• [Disclosing Party Full Legal Name], a [Disclosing Party Business Form, e.g., Wisconsin Corporation], with a principal place of business at [Disclosing Party Address], email address [Disclosing Party Email], and phone number [Disclosing Party Phone] (“Disclosing Party”),
• and
• [Receiving Party Full Legal Name], a [Receiving Party Business Form, e.g., Wisconsin LLC], with a principal place of business at [Receiving Party Address], email address [Receiving Party Email], and phone number [Receiving Party Phone] (“Receiving Party”).

1. Definition of Confidential Information

“Confidential Information” means any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or in any other tangible or intangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

• This includes, but is not limited to:
  • Business strategies and plans.
  • Customer and supplier lists specific to Wisconsin trade practices.
  • Technical data, know-how, inventions, proprietary software, marketing plans, source code, pricing information, research and development (R&D) data, procurement records, financial data, employee data, and joint project documents.
  • Documents marked as “confidential” and those reasonably understood as confidential under Wisconsin business custom.

2. Exclusions from Confidential Information

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

• Option A: was lawfully known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party.
• Option B: is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Option C: is lawfully obtained by the Receiving Party from a third party who has the right to disclose it.
• Option D: is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party reasonable notice of such required disclosure (to the extent permitted by law) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
• Option E: becomes generally available to the public without breach of this Agreement by the Receiving Party.

3. Permitted Use

The Receiving Party may use the Confidential Information solely for the purpose of:

• Option A: evaluating a potential business relationship.
• Option B: engaging in a business relationship as [Describe the Business Relationship, e.g., vendor and client].
• Option C: negotiating the terms of a [Describe the Negotiation, e.g., joint venture agreement].
• Option D: collaborating on a joint project.
• Option E: providing services to the Disclosing Party.
• Option F: other: [Describe the Other Purpose].

The Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for competitive advantage, personal gain, or the benefit of any third party.

4. Duty to Protect Confidential Information

Each party shall protect the Confidential Information of the other party 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 commercially reasonable and industry-appropriate measures.

• Such measures shall include:
  • Internal controls.
  • Secure physical and digital storage.
  • Access restriction policies.
  • Data segregation as per Wisconsin’s general information security practices.

The Receiving Party shall comply with all applicable Wisconsin data protection statutes and, if personal data or sensitive information is involved, Wisconsin privacy regulations and, if relevant, obligations under the Wisconsin Consumer Act.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon [Number] days written notice to the other party.

The confidentiality obligations under this Agreement shall survive termination for:

• Option A: [Number] years after termination.
• Option B: indefinitely, with respect to trade secrets as defined in Wis. Stat. § 134.90, or until such information no longer qualifies as trade secrets under Wisconsin law.
• Option C: until the receiving party is no longer exposed to confidential information.

6. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party’s written demand, the Receiving Party shall promptly return or securely destroy all Confidential Information of the Disclosing Party, including all copies, summaries, and extracts thereof.

Destruction shall be accomplished by:

• Option A: shredding (for physical documents).
• Option B: permanent deletion (for electronic data), in accordance with Wisconsin data disposal laws.
• Option C: other: [Describe the Other Destruction Method].

7. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any suspected or actual unauthorized access, disclosure, or loss of Confidential Information.

The Receiving Party shall cooperate in good faith with the Disclosing Party in any mitigation or enforcement actions, including supporting any civil injunctive relief requested under Wisconsin law.

8. Remedies

The rights and remedies of each party under this Agreement are cumulative and in addition to any other rights and remedies provided by law or equity.

The Disclosing Party shall be entitled to:

• Actual damages.
• Statutory damages.
• Injunctive or equitable relief (with reference to Wis. Stat. § 813 for injunctions).
• Recovery of attorneys’ fees and costs.
• Possible contractual liquidated damages (if enforceable under Wisconsin law and not deemed a penalty).

9. 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.
• Second, if negotiation is unsuccessful, the parties may submit the dispute to:
  • Option A: mediation in [City, Wisconsin].
  • Option B: arbitration in [City, Wisconsin].
• Third, if mediation or arbitration is unsuccessful, the parties agree to the exclusive jurisdiction and venue of the state or federal courts located in [County, Wisconsin], applying Wisconsin substantive and procedural law.

10. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns to the extent permitted under Wisconsin law.

11. Intellectual Property

This Agreement does not transfer any ownership or licenses of intellectual property unless specifically described herein.

If joint development or employee inventions are involved, the parties shall clarify IP rights according to Wisconsin’s rules on inventions made during employment.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, including the Wisconsin Uniform Trade Secrets Act and local common law principles.

13. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Waiver

No waiver of any right under this Agreement shall be effective unless in writing and signed by the party waiving such right.

16. 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.

17. Acknowledgement

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.

[Disclosing Party Full Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

Date: [Date]

[Receiving Party Full Legal Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]

Date: [Date]