Wisconsin Non-Disclosure Agreement
The Wisconsin Non-Disclosure Agreement (also called a “Secrecy Agreement”) is an essential tool in any individual’s or company’s efforts to prevent the unwanted spread of confidential information. By requesting a party who requires the confidential information (the “Receiving Party”) to sign an NDA before being granted the privilege of hearing or reading the information, the party who owns it (the “Disclosing Party”) can arm themselves with the full protections offered by state law.
Namely, Wisconsin’s Trade Secrets Act provides the Disclosing Party with the right to impose certain restrictions on how the Receiving Party may conduct themselves with the information. Further to this, the Act permits the Disclosing Party to sue the Receiving Party if they do not respect the conditions of the Secrecy Agreement.
How to Determine Whether an NDA is Necessary
If an individual or business is still trying to determine whether or not they require a Non-Disclosure Agreement, they should ask themselves the following questions:
5 Questions to Determine Whether an NDA is Needed
|Is it of concern that the confidential information could be leaked by the party who learns of it?||Yes / No|
|Is there a reasonable possibility that the party who learns of the confidential information may be tempted to leak the information if not bound by contract to keep it to themselves?||Yes / No|
|Would a disclosure of the confidential information result in a loss of money?||Yes / No|
|Would a disclosure of the confidential information result in a loss of competitive advantage?||Yes / No|
|Would it be helpful to receive damages if the confidential information was leaked?||Yes / No|
If the party answered “yes” to one or more questions, it may be in their best interests to execute this legal document. As the “How to Write” section below shows, an NDA can be executed in three (3) straightforward steps. While it may take time, effort, and money to do so, this is a small price to pay for the peace of mind that the party learning of the confidential information is bound by contract to maintain the secrecy of the information.
Moreover, the costs associated with taking a party who spread confidential information to court without an NDA are relatively higher than using an NDA to prevent the spread of said information in the first place.
Trade Secret Law
Since 1985, Chapter 134.90 (better known as Wisconsin’s “Uniform Trade Secrets Act”), has determined how trade secrets are protected by state law. The provisions that make up the Act are not wholly original as—likewise to most states—Wisconsin adopted their own version of the Uniform Trade Secrets Act (UTSA). Wisconsin’s Trade Secrets Act details how cases of trade secret misappropriation will be treated when put before a state court. As can be seen below, the Act is comprised of seven (7) sections that work together to ensure that there are adequate legal measures in place available to those with trade secrets.
- Section 1: Defines three (3) terms (“Improper means,” “Readily ascertainable,” and “Trade secret”) referenced throughout the proceeding sections.
- Section 2: Goes over what the state views as committing “Misappropriation.”
- Section 3: Spells out the remedy of injunctive relief. Injunctions are orders issued by the court that force an individual or party stop performing a certain action.
- Section 4: This section breaks down when the court will award damages to the victim of misappropriation.
- Section 5: During litigation, the court will impose certain measures to prevent the trade secrets from being exposed to the public—which this section encompasses.
- Section 6: Addresses how Chapter 134.90 affects other laws within the state of Wisconsin.
- Section 7: States that the Act is intendded to fall in line with the other states that adopted the Uniform Trade Secrets Act.
How to Write
Step 1 – To present a Receiving Party with a Wisconsin Non-Disclosure Agreement, the Disclosing Party will first need to download an Adobe PDF or Microsoft Word version of the NDA. Once in possession of the NDA, both parties are urged to read through it as many times as necessary until they are both certain that they agree to all of the terms contained within. If either party disagrees to one or more of the terms, this problem can easily be fixed by editing the document.
Step 2 – In the initial three (3) fields at the top of the first page, the Current Day, Month, and Year should then be entered. After, both parties are legally required to write their Names and Addresses. The first (1st) page is now complete.
Step 3 – Now, the parties are permitted to fill out the second (2nd) page. Note the table that features the subheadings “DISCLOSING PARTY” and “RECEIVING PARTY.” There, under the subheading appropriate to them, the Disclosing Party and Receiving must not only provide their printed Names, Titles, and the Dates they are attending to the form—they must also Sign their names. The reason this very final step is so vital is because both parties’ signature are a legal requisite for making the contract official.