Make a Wisconsin Non-Disclosure Agreement

Wisconsin State Laws

Wisconsin adopted the Uniform Trade Secrets Act, Wis. Stat. Ann. §§ 134.90 through 134.90(7) , applies to the formation and use of non-disclosure agreements. To create a legally enforceable non-disclosure agreement, it is important to include reasonable geographical and time limits. The use of unreasonable restraints could mean that the NDA is subject to being thrown out by the court.

Trade secrets help make businesses competitive. To give this information the most protection possible, use an NDA along with a Wisconsin non-competition agreement .

Definition of “Trade Secrets”

Wis. Stat. Ann. §§ 134.90(1)(c) through 134.90(1)(c)2 , defines the term “trade secret.” A trade secret in Wisconsin is information such as a formula, pattern, compilation, program, device, method, technique, or process that has its own actual or financial value.

A trade secret’s value comes from the fact that other people or businesses do not have this information. Any business claiming information as a trade secret in a Wisconsin non-disclosure agreement must take reasonable efforts to keep the information secret.

How to Write a Wisconsin Non-disclosure Agreement

To write a Wisconsin non-disclosure agreement, first read the Wisconsin Uniform Trade Secrets Act so that you better understand the type of information that is protected as a trade secret. Keep in mind, however, that this is no substitute for legal advice. An attorney can determine the enforceability of your NDA. You can save your template in Microsoft Word (.docx) for easy editing.

• The first paragraph generally begins by identifying the parties and their roles. The Disclosing Party is the business that needs to protect its trade secrets and other confidential information. The Receiving Party is the third-party who will have access to the information.
• Explain the scope or purpose of the agreement: to prevent the misappropriation of trade secrets and other confidential information.
• An effective date. Depending on how the remainder of the NDA is structured, this paragraph may also include geographical restrictions and time limits. Other NDAs may list these items in their restrictive covenants.
• Definition of "trade secret" according to the Wisconsin Uniform Trade Secrets Act. Wisconsin law defines a trade secret as information such as a formula, pattern, compilation of data, program, device, method, technique, or process with actual or potential economic value. The information is considered valuable because others don't have access to it. Your business must take reasonable steps to protect the information.
• Exemptions from confidential and trade secret status . Examples of exemptions commonly included in an NDA include the receiving party creating or discovering something, the receiving party legitimately learning something without the assistance of the disclosing party or their agent, the disclosing party providing written consent to release certain information, and the release of information through no fault of the receiving party.
• Obligations of the Receiving Party. Common obligations of the receiving party include maintaining the secrecy of the information, restricting access to the information, and not using the information for their benefit without the written consent of the disclosing party.
• Relationship clause. Some Wisconsin non-disclosure agreements benefit from the inclusion of a relationship clause because it states that nothing within the agreement makes either party an employee, joint venturer, or partner of the other for any reason.
• Jurisdiction clause. A jurisdiction clause states that Wisconsin law shall be used to govern the agreement.
• Severability clause. A severability clause states that if a Wisconsin court holds one portion of the agreement as invalid, the remainder shall remain valid.
• Integration clause. An integration clause states that the agreement expresses the parties full understanding of the subject matter and that it overrides any previous proposal, agreement, representation, or understanding of the parties. It also states that the NDA may only be amended in writing and only if the amendment is signed by the parties.
• Waiver clause. A waiver clause states that if a party to the agreement fails to exercise a right within the NDA, they do not waive their previous or subsequent rights.

The parties should sign and print their names. Their signatures should be dated. Finally, the parties should each receive a copy of the finalized NDA for their records.