Wisconsin nda template

Wisconsin Non-Disclosure Agreement

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

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

(Together, the “Parties”).

1. Definition of Confidential Information:

• Option A: “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether in writing, orally, or by inspection of tangible objects, including, but not limited to:
  • Proprietary data
  • Trade secrets
  • Technical documents
  • Customer lists
  • Business plans
  • Marketing strategies
  • Financial records
  • Software code
  • Designs
• Option B: “Confidential Information” means all information relating to [Subject Matter of Confidentiality].
• Exclusions: The term “Confidential Information” does not include information that:
  • Is or becomes publicly available other than through a breach of this Agreement.
  • Was known to the Receiving Party prior to its disclosure by the Disclosing Party.
  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  • Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
  • Is required to be disclosed by law, court order, or government regulation (subject to Section 5).
• Identification:
  • Option A: All Confidential Information shall be clearly marked as “Confidential” or with a similar designation.
  • Option B: Information disclosed orally shall be considered Confidential Information only if confirmed in writing within [Number] days of the oral disclosure, indicating the date, time, and nature of the information disclosed.

2. Purpose and Use of Confidential Information:

• The Receiving Party shall use the Confidential Information solely for the purpose of:
  • Option A: Evaluating a potential business relationship between the Parties.
  • Option B: [Specify Permitted Purpose].
• The Receiving Party shall not use the Confidential Information for any other purpose, or disclose it to any third party, without the prior written consent of the Disclosing Party.

3. Obligations of Receiving Party:

• The Receiving Party agrees to protect the Confidential Information with 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.
• The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and affiliates who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or affiliates.

4. Duration of Confidentiality:

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.
• Option B: With respect to information constituting a trade secret under the Wisconsin Uniform Trade Secrets Act, the obligations of confidentiality shall continue indefinitely.
• Option C: The obligations of confidentiality under this Agreement shall continue until the Confidential Information becomes publicly available through no fault of the Receiving Party.

5. Permitted Disclosures:

• If the Receiving Party is required to disclose Confidential Information by law, court order, or government regulation, the Receiving Party shall:
  • Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, if legally permissible.
  • Cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy to prevent or limit the disclosure.
• If, after exhausting all legal remedies, the Receiving Party is still required to disclose the Confidential Information, it may do so only to the extent necessary to comply with the legal requirement.

6. Return or Destruction of Confidential Information:

• Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly:
  • Option A: Return to the Disclosing Party all Confidential Information, including all copies and extracts thereof, in its possession or control.
  • Option B: Destroy all Confidential Information, including all copies and extracts thereof, in its possession or control, and certify in writing to the Disclosing Party that such destruction has been completed.

7. Remedies for Breach:

• The Parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate.
• Therefore, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including monetary damages and recovery of reasonable attorneys' fees and costs.

8. Nature of Agreement:

• Option A: This is a unilateral Non-Disclosure Agreement, where only the Disclosing Party is disclosing Confidential Information.
• Option B: This is a mutual Non-Disclosure Agreement, where both Parties may disclose Confidential Information to each other. If mutual, replace "Disclosing Party" and "Receiving Party" with "Party A" and "Party B" and ensure reciprocal obligations are clearly stated throughout.

9. No License or Intellectual Property Rights:

• This Agreement does not grant the Receiving Party any license or other rights to the Confidential Information, including any intellectual property rights.
• All right, title, and interest in and to the Confidential Information shall remain with the Disclosing Party.

10. No Waiver:

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision, nor shall any waiver of any provision be deemed a continuing waiver.

11. 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.

12. Amendment:

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

13. Governing Law and Jurisdiction:

• Option A: 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. The Parties agree that 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 [County Name] County, Wisconsin, and the Parties hereby consent to the jurisdiction of such courts.
• Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of laws principles.

14. Wisconsin-Specific Considerations:

• This Agreement is intended to comply with the Wisconsin Uniform Trade Secrets Act (WUTSA).
• Nothing in this Agreement shall be construed to unreasonably restrict employment or violate public policy as defined by Wisconsin law.
• The Parties acknowledge that the duration, scope, and subject matter of this Agreement are reasonable under Wisconsin law.
• This Agreement shall not contain any clauses that would conflict with Section 103.465 of the Wisconsin Statutes or common law regarding restraint of trade.
• Nothing in this Agreement shall restrict either party from reporting potential violations to government agencies or engaging in actions protected under whistleblower laws.

15. Notice:

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:
  • Delivered personally.
  • Sent by certified mail, return receipt requested.
  • Sent by overnight courier.
• Notices shall be addressed to the parties at the addresses set forth above, or to such other address as either party may designate in writing.

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. A facsimile or electronic (e.g., PDF) copy of this Agreement, including signature pages, shall be considered an original for all purposes. The parties agree that this Agreement and any related documents entered into in connection with this Agreement may be signed electronically and that such electronic signatures shall have the same force and effect as original signatures. Electronic signatures shall be compliant with the federal E-Sign Act and the Wisconsin Uniform Electronic Transactions Act, where applicable.

17. Assignment:

• Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned by the Disclosing Party to a successor in interest.

18. 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, between the Parties with respect to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Signature of Disclosing Party]

Name: [Printed Name of Disclosing Party]

Title: [Title of Disclosing Party]

Date: [Date]

[Receiving Party Name]

By: [Signature of Receiving Party]

Name: [Printed Name of Receiving Party]

Title: [Title of Receiving Party]

Date: [Date]