A Wisconsin Non-Disclosure Agreement (NDA) for Merger or Acquisition is a legally binding contract used to protect confidential information exchanged between parties during the process of a merger or acquisition in the state of Wisconsin. This agreement ensures that sensitive information shared between the buyer and seller remains undisclosed to third parties, thereby safeguarding business interests and maintaining the competitive advantage of the involved parties. The Wisconsin Non-Disclosure Agreement for Merger or Acquisition typically includes the following key elements: 1. Definitions: This section clearly defines the terms used throughout the agreement, including the involved parties, confidential information, purpose of disclosure, and the scope of the agreement. 2. Non-Disclosure Obligations: This clause outlines the obligations of both parties to keep the disclosed information confidential and restrict access to authorized personnel only. It may specify the duration of confidentiality and any exceptions to disclosure. 3. Non-Use of Information: This section prohibits the receiving party from using the disclosed information for any purpose other than evaluating the potential merger or acquisition. It further restricts the use of information for competitive advantage or detrimental purposes. 4. Permitted Disclosures: The NDA may include provisions allowing the receiving party to disclose confidential information to its employees, agents, consultants, or advisors who have a legitimate need to know the information. Such permissive disclosures must be subject to confidentiality obligations similar to those outlined in the agreement. 5. Return or Destruction of Information: Upon completion of the merger or acquisition process or upon the disclosing party's request, the receiving party must either return or destroy all confidential information received and confirm this action in writing. 6. Exclusions: Some information may be exempted from the NDA's confidentiality obligations, such as information already known or independently developed by the receiving party, information already in the public domain, or information obtained from a third party without any breach of confidentiality. Different types of Wisconsin Non-Disclosure Agreements for Merger or Acquisition may include variations in the level of protection offered or circumstances in which the agreement may be enforced. However, the fundamental purpose of these agreements remains consistent — the safeguarding of confidential information during the merger or acquisition process. Other types of Wisconsin Non-Disclosure Agreements may include Mutual Non-Disclosure Agreements (MNA) used when both parties intend to disclose confidential information to each other, or Unilateral Non-Disclosure Agreements (USDA) used when only one party discloses confidential information to the other. To ensure the legality and effectiveness of a Wisconsin Non-Disclosure Agreement for Merger or Acquisition, it is advisable to consult with an attorney experienced in business law to draft or review the agreement and tailor it to specific needs and circumstances.