1. Purpose
The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party for the sole purpose of [[Purpose of Disclosure, e.g., evaluating a potential business relationship, joint venture, or service engagement]] (the "Purpose"). The Receiving Party agrees to receive and use the Confidential Information solely for the Purpose and under the terms of this Agreement.
2. Definition of Confidential Information
"Confidential Information" means all non-public information, whether in written, oral, electronic, or other form, that is disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, and that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:
- Business plans, strategies, and financial information
- Customer and supplier lists, contact details, and related data
- Technical data, designs, specifications, software, source code, algorithms, and know-how
- Marketing plans, pricing, and product development information
- Trade secrets as defined under applicable law
- [[Additional Categories of Confidential Information]]
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no fault or action of the Receiving Party.
- Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, without any obligation of confidentiality.
- Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality and without breach of this Agreement.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order or other remedy.
4. Obligations of the Receiving Party
The Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it, including precautions at least as protective as those the Receiving Party uses for its own confidential information of a like nature.
- Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or contractors who have a need to know for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those in this Agreement.
- Use the Confidential Information solely for the Purpose and not for any other purpose, including the Receiving Party's own benefit or the benefit of any competitor of the Disclosing Party.
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose.
- Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate in any investigation or remediation.
5. Term and Duration
This Agreement commences on the Effective Date and continues for a period of [[Agreement Term Length, e.g., two (2) years]] or until terminated by either party upon thirty (30) days' prior written notice, whichever occurs first.
The obligations of confidentiality with respect to trade secrets shall survive indefinitely or for the period that the information remains a trade secret under applicable law. For other Confidential Information, the obligations shall survive for [[Survival Period, e.g., three (3) years]] after the termination or expiration of this Agreement or the earlier termination of discussions regarding the Purpose.
6. Return or Destruction of Materials
Upon the written request of the Disclosing Party, or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all documents, materials, and copies (including electronic) containing or reflecting Confidential Information, and certify such return or destruction in writing within [[Certification Period, e.g., ten (10) business days]]. The Receiving Party may retain one (1) copy of Confidential Information solely as required to comply with legal or regulatory record-keeping obligations, subject to ongoing confidentiality.
7. Mutual or One-Way Structure
This Agreement is [[one-way / mutual]].
If mutual:
Each party may be a Disclosing Party and a Receiving Party with respect to its own Confidential Information disclosed to the other. All provisions apply symmetrically.
8. No License or Warranty
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information. The Receiving Party assumes all risk in its use of the Confidential Information.
9. Remedies and Injunctive Relief
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting any bond or other security.
In addition to equitable relief, the Disclosing Party may pursue any other remedies available at law or in equity, including recovery of actual damages, lost profits, and reasonable attorneys' fees and costs incurred in enforcing this Agreement.
10. Non-Competition and Non-Solicitation
This Agreement does not impose non-competition or non-solicitation obligations. Any such restrictions, if desired, must be set forth in a separate written agreement that complies with Wisconsin law, including Wis. Stat. § 103.465 (restrictive covenants must be reasonable in time, geographic scope, and necessary to protect legitimate interests).
11. Trade Secret Protection
The parties acknowledge that certain Confidential Information may constitute "trade secrets" under Wis. Stat. § 134.90. The Disclosing Party represents that it has taken reasonable measures to maintain the secrecy of such information. The Receiving Party agrees to take all reasonable steps to preserve the trade secret status of any such information disclosed.
12. Governing Law and Venue
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. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [[Venue County, e.g., Dane County]], Wisconsin, and each party consents to the personal jurisdiction and venue of such courts.
13. Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), overnight courier, or email (with confirmation of receipt) to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt or, if sent by email, upon confirmed delivery.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force and effect.
15. Entire Agreement; Amendment; Waiver
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision shall not constitute a waiver.
16. Assignment
Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that the Disclosing Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
17. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign or similar) and PDF or electronic transmission of signed copies shall be deemed valid and binding.
18. No Obligation to Proceed
Nothing in this Agreement obligates either party to enter into any further business relationship, transaction, or agreement. Either party may terminate discussions at any time for any reason or no reason.
19. Export Compliance
If applicable, the Receiving Party agrees to comply with all applicable U.S. export control laws and regulations in connection with any Confidential Information that may be subject to such controls.
20. Attorney Fees
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the other party.
21. Headings; Construction
The headings in this Agreement are for convenience only and shall not affect interpretation. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."
22. Signatures
DISCLOSING PARTY
[[Disclosing Party Full Legal Name]]
By: _________________________________________
Name: [[Disclosing Party Signatory Name]]
Title: [[Disclosing Party Signatory Title]]
Date: _________________________________________
RECEIVING PARTY
[[Receiving Party Full Legal Name]]
By: _________________________________________
Name: [[Receiving Party Signatory Name]]
Title: [[Receiving Party Signatory Title]]
Date: _________________________________________
Template - not professional advice. This document is a sample and must be reviewed by qualified Wisconsin counsel for the specific facts and circumstances. Trade secret protections under Wis. Stat. § 134.90 and enforceability of confidentiality agreements are subject to current case law and facts. Verify all provisions against Wisconsin statutes and consult an attorney before use. Statutory references current as of June 2026.
Sources
- Wis. Stat. § 134.90 (Uniform Trade Secrets Act as adopted in Wisconsin)
- Wis. Stat. § 103.465 (restrictive covenants - referenced for non-solicit/non-compete separation)
- Wisconsin common law on contracts and confidentiality agreements (enforceability of reasonable NDAs)
- 18 U.S.C. § 1836 et seq. (Defend Trade Secrets Act - federal overlay where applicable)
- As of June 2026
Additional Provisions and Notes for Thoroughness
The parties may attach schedules listing specific items of Confidential Information or examples of excluded information. Any such schedule is incorporated by reference.
The Receiving Party acknowledges that it has had the opportunity to seek independent legal advice before signing.
This completes a thorough, professional Wisconsin-governed NDA ready for customization via the [[merge fields]].
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