This form is a Basic Nondisclosure Agreement for use where possible disclosure of licensing, patents, or commercial trade secrets is a factor.
A Wisconsin Basic Nondisclosure Agreement, also known as a confidentiality agreement or an NDA, is a legal document that ensures the protection of sensitive and confidential information shared between parties involved in a business relationship. It establishes a contractual obligation that prevents the recipient of the information from disclosing it to unauthorized parties or using it for personal gain. The purpose of a Wisconsin Basic Nondisclosure Agreement is to maintain confidentiality and safeguard trade secrets, proprietary information, customer data, financial records, marketing strategies, inventions, and any other valuable or confidential information shared between parties during their professional interactions. In Wisconsin, there are typically two types of Basic Nondisclosure Agreements: 1. Unilateral Nondisclosure Agreement (One-way NDA): — This type of NDA is commonly used when only one party is disclosing confidential information to the other party. For example, a business owner sharing confidential financial data with a potential investor. The recipient is obligated to keep the disclosed information confidential, but the disclosed might not be restricted from using the information themselves. 2. Mutual Nondisclosure Agreement (Two-way NDA): — In a mutual NDA, both parties involved in the business relationship are sharing confidential information. It is often used when two companies or individuals are considering a potential partnership, joint venture, or collaboration. Both parties agree to keep each other's information confidential, ensuring the protection of sensitive data from both ends. The Wisconsin Basic Nondisclosure Agreement typically includes the following key elements: 1. Definition of confidential information: Clearly define what constitutes confidential information, ensuring that both parties have a common understanding of what information should be protected. 2. Purpose of disclosure: Outlining the purpose for which the confidential information is being shared ensures that the recipient understands the limited scope of their privilege and prevents any unauthorized use. 3. Obligations of the recipient: The recipient must agree not to disclose the confidential information to unauthorized parties and to take all necessary measures to keep it secure. They should also agree not to use the information for personal gain or competitive advantage. 4. Timeframe: Specify the duration for which the confidentiality obligations remain in effect. This period can vary depending on the nature of the information but typically ranges from two to five years. 5. Exclusions from confidentiality: Clarify any information that isn't considered confidential, such as information already in the public domain or independently developed by the recipient. 6. Governing law and jurisdiction: Determine that the Wisconsin state laws will govern the agreement and identify the jurisdiction to resolve any legal disputes that may arise. It's important to consult with a legal professional or an attorney experienced in Wisconsin law to ensure that a Basic Nondisclosure Agreement meets all necessary legal requirements and provides the desired level of protection for your specific business needs.
