Wisconsin partnership nda template

Wisconsin Partnership Non-Disclosure Agreement

This Wisconsin Partnership Non-Disclosure Agreement (the "Agreement") is made as of [Date] by and among:

• [Partner 1 Name], a [Entity Type, e.g., General Partnership, Limited Partnership, LLP], with its principal place of business at [Partner 1 Address] ("Partner 1"), and
• [Partner 2 Name], a [Entity Type, e.g., General Partnership, Limited Partnership, LLP], with its principal place of business at [Partner 2 Address] ("Partner 2"), and
• [Partner 3 Name, if applicable], a [Entity Type, e.g., General Partnership, Limited Partnership, LLP], with its principal place of business at [Partner 3 Address] ("Partner 3").

Each individually referred to as "Partner" and collectively as "Partners."

WHEREAS, the Partners desire to engage in a collaborative partnership to [Brief Description of Partnership Purpose] (the "Partnership"); and

WHEREAS, in connection with the Partnership, the Partners may disclose to each other certain confidential and proprietary information; and

WHEREAS, the Partners acknowledge that the disclosure of such Confidential Information would be detrimental to the disclosing Partner.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by one Partner (the "Disclosing Partner") to another Partner (the "Receiving Partner") that is not generally known to the public and that relates to the Partnership, including but not limited to:

• Partnership internal documents.
• Business strategies.
• Trade secrets (as defined under Wis. Stat. § 134.90).
• Financial records.
• Partnership agreements and amendments.
• Meeting minutes.
• Capital contributions.
• Profit and loss data.
• Proprietary processes.
• Business plans.
• Specific client and vendor lists connected to the Partnership.
• Jointly developed intellectual property.
• Partnership disputes and resolutions.
• Pending legal actions.
• Partner personal and financial information.
• All information disclosed in written, oral, electronic, graphic, or other forms related to partnership business.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available without breach of this Agreement by the Receiving Partner.
• Was already known to the Receiving Partner prior to its disclosure by the Disclosing Partner, as evidenced by the Receiving Partner's written records.
• Is independently developed by the Receiving Partner without use of or reference to the Disclosing Partner's Confidential Information.
• Is lawfully received by the Receiving Partner from a third party not bound by a duty of confidentiality to the Disclosing Partner.
• Is required to be disclosed by law, regulation, subpoena, court order, or government request; provided that the Receiving Partner shall provide the Disclosing Partner with prompt written notice of such requirement, to the extent legally permissible, to allow the Disclosing Partner to seek a protective order or other appropriate remedy.

Permitted Use

The Receiving Partner shall use the Confidential Information solely for the purpose of furthering the Partnership's objectives and operations, as defined in [Reference Partnership Agreement Section]. The Receiving Partner shall not use the Confidential Information for any other purpose, including but not limited to personal gain or for the benefit of any third party not affiliated with the Partnership, without the Disclosing Partner's prior written consent.

Confidentiality Obligations of Representatives

Each Partner shall ensure that its employees, agents, affiliates, advisors, and service providers (collectively, "Representatives") who have access to Confidential Information are bound by confidentiality obligations at least as protective as those contained in this Agreement. The Partners will disclose a list of those Representatives who have access to the confidential information. Each Partner remains liable for the actions or inactions of its Representatives related to the Confidential Information.

Security Measures

Each Partner shall maintain reasonable security measures, including administrative, technical, and physical safeguards, to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall be in compliance with industry best practices and applicable Wisconsin data protection requirements, including those related to personal identifying information under Wis. Stat. § 134.98.

• Option A: These measures will be equal to the standards the Partner uses to secure its own confidential information.
• Option B: These measures will include, at a minimum: [List Specific Security Measures, e.g., encryption, access controls, physical security].

Notice of Unauthorized Disclosure

Each Partner shall promptly notify the other Partner(s) in writing upon discovery of any actual or suspected unauthorized access, disclosure, or breach of Confidential Information. The Partner shall actively cooperate with the other Partner(s) in mitigating the effects of such breach and implementing remedial measures.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue:

• Option A: For the duration of the Partnership and for a period of [Number] years following the termination of the Partnership.
• Option B: For the duration of the Partnership and perpetually with respect to Trade Secrets as defined under Wis. Stat. § 134.90.

Return or Destruction of Confidential Information

Upon the dissolution of the Partnership, withdrawal of a Partner, or at the Disclosing Partner's request, the Receiving Partner shall promptly return to the Disclosing Partner all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or, at the Disclosing Partner's option, destroy such Confidential Information and certify such destruction in writing to the Disclosing Partner.

Remedies for Breach

The Partners agree that any breach of this Agreement would cause irreparable harm to the Disclosing Partner for which monetary damages would be inadequate. Therefore, in addition to any other remedies available at law or equity, the Disclosing Partner shall be entitled to:

• Injunctive relief to restrain any actual or threatened breach of this Agreement.
• Compensatory damages for any losses sustained as a result of such breach.
• An accounting of any profits or unjust enrichment derived by the Receiving Partner as a result of such breach.
• Interim relief during dispute resolution.
• Specific penalty provisions as allowable under Wisconsin law: [State any agreed-upon penalties for breaches].

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the Partners shall attempt to resolve the dispute through good faith negotiation.
• If the dispute cannot be resolved through negotiation, the Partners agree to submit the dispute to mediation in [City, Wisconsin].
• If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Wisconsin], in accordance with the rules of the American Arbitration Association.
• The exclusive jurisdiction and venue for any legal action relating to this Agreement shall be the state and federal courts located in [County], 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, including but not limited to Wis. Stat. § 134.90 for trade secrets and general partnership law under Chapter 178.

Wisconsin Public Policy Considerations

It is the intent of the parties that this Agreement comply with Wisconsin law. To the extent any provision of this Agreement is found to be inconsistent with mandatory provisions of Wisconsin law or public policy, including limitations on non-compete provisions or overly broad secrecy provisions, that provision shall be modified to the minimum extent necessary to comply with Wisconsin law.

Wisconsin-Specific Exceptions

Nothing in this Agreement shall be construed to prevent a Partner from reporting unlawful conduct as required by law, or from exercising any rights under Wisconsin's whistleblower protection laws or fulfilling fiduciary duties as a Partner under Wisconsin law.

Integration/Entire Agreement

This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement is integrated with [List related partnership agreements, e.g., Partnership Agreement, Operating Agreement]

Amendments

This Agreement may be amended or terminated only by a written instrument signed by all Partners.

Retroactive Application

• Option A: This agreement also covers confidential information disclosed between the partners prior to the effective date of this agreement.
• Option B: This agreement only covers confidential information disclosed on or after the effective date of this agreement.

Consistency with Partnership Agreements

The terms of this NDA are consistent with, and do not supersede, the existing Partnership Agreement or Operating Documents. In the event of a conflict, the terms of the [Specify Controlling Document, e.g., Partnership Agreement] shall prevail.

Role of Legal Counsel

If partnership counsel is granted access to Confidential Information, such counsel shall also be bound by the terms of this NDA.

Authority

Each Partner represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

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.

Waiver

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

Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Counterparts

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.

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

[Partner 1 Name]

By: [Signature of Partner 1 Authorized Representative]

Name: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Partner 2 Name]

By: [Signature of Partner 2 Authorized Representative]

Name: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Partner 3 Name, if applicable]

By: [Signature of Partner 3 Authorized Representative]

Name: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]