Wisconsin supplier nda template

Wisconsin Supplier Nondisclosure Agreement

This Wisconsin Supplier Nondisclosure Agreement (the “Agreement”) is made and effective as of [Effective Date] by and between:

[Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] (“Discloser”), and

[Receiving Party Name], a [Receiving Party Entity Type] with its principal place of business at [Receiving Party Address] (“Recipient”).

1. Definition of Confidential Information

The term "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, visually, or by any other means, concerning Discloser’s business, products, or services, including but not limited to:

• Product formulas, specifications, and compositions
• Pricing information, including cost data, profit margins, and sales forecasts
• Supply chain logistics, inventory management, and distribution strategies
• Manufacturing processes, techniques, and equipment
• Engineering specifications, technical documents, and blueprints
• Vendor lists, customer lists, and other proprietary data related to Discloser’s business relationships
• Unique quality control procedures and testing methods
• Supplier terms, conditions, and agreements
• Distribution practices, sales strategies, and marketing plans
• Business methods, operational procedures, and strategic plans
• Research and development details, including experimental designs and test results
• All forms of information—written, oral, electronic, visual, or otherwise—disclosed in connection with the supplier relationship.

2. Exclusions from Confidential Information

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

• Option A: Was already lawfully in Recipient's possession prior to disclosure by Discloser, as evidenced by Recipient's written records.
• Option B: Is independently developed by Recipient without reference to or use of Discloser's Confidential Information, as evidenced by Recipient's written records.
• Option C: Becomes publicly available through no fault of Recipient or its employees, agents, or contractors.
• Option D: Is rightfully received by Recipient from a third party who is not under any obligation of confidentiality to Discloser with respect to such information.
• Option E: Is required to be disclosed pursuant to a law, regulation, or court order; provided, however, that Recipient shall provide Discloser with prompt written notice of such requirement to allow Discloser to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

Recipient agrees to use the Confidential Information solely for the purpose of [State Purpose, e.g., evaluating a potential supply agreement, fulfilling obligations under a supply agreement] (the "Permitted Purpose"). Recipient shall not:

• Option A: Use the Confidential Information for any purpose other than the Permitted Purpose.
• Option B: Disclose the Confidential Information to any third party without Discloser’s prior written consent, except to its employees, agents, contractors, and sub-suppliers who have a need to know the Confidential Information for the Permitted Purpose and who are bound by written confidentiality agreements with terms no less restrictive than those contained herein.
• Option C: Reverse engineer, decompile, or disassemble any products or technology provided by Discloser.

4. Security Measures

Recipient shall take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Option A: Implementing access controls to limit access to Confidential Information to those employees, agents, contractors, and sub-suppliers who have a need to know for the Permitted Purpose.
• Option B: Establishing employee training protocols regarding the protection of Confidential Information.
• Option C: Ensuring the safe and secure storage of all Confidential Information, whether in electronic or hard copy form.
• Option D: Implementing secure electronic transmission methods, such as encryption, for all Confidential Information transmitted electronically.
• Option E: Utilizing password protection measures for all electronic devices and systems used to access or store Confidential Information.
• Option F: Maintaining system audit logs to track access to and use of Confidential Information.
• Option G: Establishing protocols for handling electronic, hardcopy, and verbal Confidential Information.

5. Obligations Regarding Employees, Agents, and Contractors

Recipient shall ensure that all of its employees, agents, contractors, and sub-suppliers who have access to the Confidential Information are bound by written confidentiality agreements with terms no less restrictive than those contained herein.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of disclosure, or:

• Option A: Shall continue indefinitely with respect to any information that constitutes a trade secret under the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90).
• Option B: Shall continue until the information becomes publicly available through no fault of Recipient.

7. Return of Confidential Information

Upon Discloser's written request or upon termination of this Agreement, Recipient shall:

• Option A: Promptly return to Discloser all Confidential Information, including all copies and derivative works thereof, in Recipient’s possession or control.
• Option B: At Discloser's option, destroy or delete all Confidential Information, including all copies and derivative works thereof, in Recipient’s possession or control, and provide Discloser with written certification of such destruction or deletion.

8. Notification of Breach

Recipient shall immediately notify Discloser in writing upon discovery of any actual or suspected breach of this Agreement, unauthorized use or disclosure of the Confidential Information, or loss or compromise of the Confidential Information. Recipient shall cooperate fully with Discloser in investigating and containing any such incident.

9. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Therefore, Discloser shall be entitled to:

• Option A: Injunctive relief to prevent any further unauthorized disclosure or use of the Confidential Information.
• Option B: Actual damages sustained by Discloser as a result of any breach of this Agreement.
• Option C: Indemnification against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Discloser as a result of any breach of this Agreement.
• Option D: Liquidated damages in the amount of [Dollar Amount] if appropriate, so long as reasonable and not punitive under Wisconsin law.

10. Trade Secret Protection

The parties acknowledge that certain Confidential Information may constitute trade secrets as defined by the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90). Recipient acknowledges that the misuse or unauthorized disclosure of such trade secrets will be subject to statutory civil remedies and, where applicable, criminal penalties under Wisconsin law.

11. Dispute Resolution

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

• Option A: Resolved by binding arbitration in [City, Wisconsin] in accordance with the rules of the American Arbitration Association.
• Option B: Subject to the exclusive jurisdiction of the state and federal courts located in [County, Wisconsin], and the parties hereby consent to the jurisdiction of such courts.
• Option C: First submitted to non-binding mediation in [City, Wisconsin].

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.

12. Warranty

Recipient warrants that it will not reverse-engineer, decompile, or disassemble any products or technology provided by Discloser, and that any required technological security measures comply with Wisconsin data protection statutes and any relevant industry-specific regulations.

13. Compliance with Laws

Recipient shall comply with all applicable Wisconsin and federal laws, rules, and regulations, including but not limited to those relating to privacy, data security, and intellectual property, including Wis. Stat. § 995.50 on privacy and Wis. Stat. § 134.90 on trade secrets.

14. Local Sourcing/Labor Compliance (If Applicable)

Recipient agrees to comply with all applicable Wisconsin laws, ordinances, and regulations related to local sourcing, labor practices, and industry-specific certifications, if any.

15. No Partnership

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

16. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, except as permitted under Wisconsin law.

17. Amendment

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

18. Severability

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

19. 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, relating to such subject matter.

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

[Disclosing Party Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

Date: [Date]

[Receiving Party Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]

Date: [Date]