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The Basics of a Non-Disclosure Agreement in Wisconsin
A confidentiality agreement in Wisconsin is also called a non-disclosure agreement (NDA), and it refers to a written and legally binding document which recognizes the contractual relationship created between the two parties to the contract.
The NDA will define the information that is regarded as confidential by the disclosing party, and all the other elements of the contract will be geared towards the protection of the information. The person or company that the disclosing party makes aware of and the protector of the confidential information for as long as they are working together and even after is called the receiving party or the recipient.
In most cases, the NDA’s disclosing party is an inventor, employer, entrepreneur, or a startup while the receiving party will often comprise of an investor, an employee, the acquiring company or even a venture capitalist.
The information that is regarded as confidential is either a trade secret or some proprietary information. As per the state’s Uniform Trade and Secrets Act, by signing the NDA, the receiving party, and in some cases both parties promise to protect and keep the confidential information confidential.
Creating an NDA
To create an NDA for personal or corporate use, you first have to download a free Wisconsin non-disclosure agreement form online. The online NDA template has the basics but it is generally a skeleton, and it is up to you to make it compete and enforceable in court. Note that the enforcement will only take place if the information that is regarded as confidential is legal and legally obtained.
Types of NDAs
Unilateral NDA: this is also called a one-way contract because the trade secret is transmitted from the disclosing party to the receiving party. The recipient of the confidential information has to safeguard and secure the confidential information. And in the event of a contract breach, the recipient is held liable.
Bilateral/ Mutual NDA: would you like to engage a partner or a party interested in merging with you but want to ensure that your trade secrets remain with the other party alone and that you will do the same with the information they share with you? Try a bilateral NDA where both parties to a contract disclose valuable information and expect the other to protect their confidential information. The contract is mutually binding so that in the event of a breach, both parties are liable.
Note that you could also have unique NDAs tailored for different situations like interviews, real estate, employees or inventors. The bottom line is that the document is used when either one or both parties have the valuable and sensitive information they need to protect.
Elements of an NDA
Parties: by identifying the parties to the contract, you are identifying the party that’s in the hook. The disclosing party is the party with the sensitive and confidential information while the receiving party is the party that is made aware of the trade secret they have to protect.
Definition of the confidential information: since you need to give that information the highest level of protection; to the extent that a breach could land someone in jail, you must define what the secret information is.
A blanket statement could help a guilty party, in the event of a breach, a get-out-of-jail-free card and you may not recover the losses suffered from a possible breach. So, indicate what the secret is. It could be the list of your customers or leads, your business practices, an invention, marketing strategies, prototypes, software, designs, financial information, vendor lists, classified government secrets, or trade secrets. You should be able to give a more specific description, always.
Note that there is a statutory description of a trade secret and you don’t really have to define it in the NDA. In case you are wondering, a trade secret refers to the information that a company uses to get its competitive edge because the secret is unknown to the rest of the world. The information regarded as a trade secret could be a compilation, a process, a technique, method, formula, pattern, recipe, process, device or a program that is not easily attainable and ascertainable by the competition, hence the need for the high level of secrecy.
Exclusion: confidential information does not include publicly available information, information received from a third party, or information obtained through reverse engineering. It’s also exclusive of information the disclosing permits the receiving party to divulge or information that must be shared because of a legal compulsion by the court or the government.
Duration: this is the clause that spells out when the protection of the information by the receiving party starts. The start date is the effective date; which is the date that the NDA is signed. Often, the agreement terminates upon its expiry, when there is no need to keep the information a secret anymore, or after the passage of a specific amount of time.
Jurisdiction: basically, this refers to where the contract applies. In most cases, the NDA will be tied to a specific state.
Obligations: the receiving party is expected not to disclose or use the confidential information for personal benefits or any other reason unless they are permitted to by the disclosing party.
Remedies: in the event of a breach, the guilty party may be served with a court-issued injunction order, and they may also have to pay monetary damages to the injured party.
Finally, the free non-disclosure agreement in Wisconsin must be signed.
This is an employment contract that stops an employee from competing with their former employer directly either by stealing trade secrets/ customer or vendor lists or starting a company similar to the former employer’s. This contract must be reasonable for enforcement. This means that it should meet different conditions like:
It should protect the company’s legitimate trade secrets and business interests from unfair competition
It should protect the rights of the employee to work in a field they are trained
The time and geographical restrictions should not be too wide
There should be a consideration; either initial employment or extra benefits. However, the court has to look at the evidence of every case to determine the reasonableness of the restrictions and the consideration. The courts will also consider the percentage of customers the employee had direct contact with, the territory, time restrictions, and the role of the ex-employee.
Would you like an NDA in Wisconsin Dells, Madison, Appleton, Milwaukee, Green Bay, La Crosse, Eau Claire or any other city in Wisconsin? Get started with our free non-disclosure agreement forms today!