Wisconsin Confidential Information Exchange Agreement between Software Developer and Receiver Distributor is a legally binding contract that outlines the terms and conditions for the exchange and protection of confidential information between the two parties involved. This agreement ensures that all proprietary and sensitive information disclosed by the Software Developer to the Receiver Distributor remains confidential and is not shared with any unauthorized individuals or third parties. The key purpose of this agreement is to protect the intellectual property, trade secrets, and other valuable information of the Software Developer from unauthorized disclosure or misuse. Both parties involved in the agreement have a mutual obligation to ensure the strict confidentiality and non-disclosure of the exchanged information. The agreement typically includes the following clauses: 1. Definitions: This section defines important terms used throughout the agreement, such as "Confidential Information," "Disclosing Party," "Receiving Party," and "Purpose." 2. Scope: This section specifies the purpose for which the confidential information is being disclosed and the limitations on its use by the Receiving Party. It establishes that the information can only be used for the agreed-upon purpose and prohibits any unauthorized use or disclosure. 3. Confidentiality Obligations: This clause outlines the responsibilities of the Receiving Party to maintain the confidentiality of the disclosed information. It includes safeguards such as implementing reasonable security measures, restricting access to authorized personnel only, and preventing any unauthorized copying, distribution, or publication of the information. 4. Return or Destruction of Information: In this section, the Receiving Party agrees to return or destroy all confidential information received upon the request of the Disclosing Party or at the termination of the agreement. It may also require the Receiving Party to certify the destruction of the information in writing. 5. Exceptions to Confidentiality: This clause clarifies certain exceptions to the confidentiality obligations, such as information that is already publicly available or becomes public without any breach of the agreement. 6. Term and Termination: The agreement specifies the duration of the confidentiality obligations and the conditions under which either party can terminate the agreement. It may include provisions for the survival of confidentiality obligations even after termination. 7. Governing Law and Jurisdiction: This section identifies the governing law of the agreement, typically the laws of the state of Wisconsin. It also mentions the jurisdiction where any disputes will be resolved. Different types of Wisconsin Confidential Information Exchange Agreements between a Software Developer and Receiver Distributor may include variations based on the nature of the confidential information, the purpose of disclosure, or specific industry requirements. They may also be tailored to address additional concerns or provisions specific to the parties involved. Overall, this agreement serves as a vital tool to protect the valuable intellectual property and trade secrets of a Software Developer and ensures that confidential information remains secure and confidential throughout its exchange with a Receiver Distributor.