Non-Disclosure Agreement - Mutual (Wisconsin)

MUTUAL NON-DISCLOSURE AGREEMENT

(WISCONSIN)

("Agreement")

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Purpose & Scope of Disclosure
4. Confidentiality Obligations
5. Exclusions from Confidential Information
6. Permitted Disclosures
7. Term & Duration
8. Return or Destruction of Materials
9. Remedies
10. DTSA Whistleblower Immunity Notice
11. Intellectual Property — No License Granted
12. Non-Solicitation & Non-Hire
13. Representations & Warranties
14. Indemnification
15. General Provisions
16. Wisconsin-Specific Provisions
17. Signature Blocks

1. DOCUMENT HEADER & RECITALS

Effective Date: [__/__/____]

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date set forth above by and between:

PARTY A:

(hereinafter "Party A" or "Disclosing Party/Receiving Party" as applicable)

PARTY B:

(hereinafter "Party B" or "Disclosing Party/Receiving Party" as applicable)

Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, each Party possesses certain proprietary, confidential, and/or trade secret information relating to its business, products, services, technology, customers, and operations;

WHEREAS, the Parties desire to explore and/or engage in a business relationship involving [________________________________] (the "Permitted Purpose");

WHEREAS, in connection with the Permitted Purpose, each Party may disclose Confidential Information (as defined below) to the other Party;

WHEREAS, the Parties wish to establish the terms and conditions under which such Confidential Information will be disclosed, received, and protected, in accordance with the laws of the State of Wisconsin, including the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

2.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

2.2 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a Disclosing Party (or its Affiliates, Representatives, or agents) to a Receiving Party, whether before or after the Effective Date, in any form or medium, including but not limited to:

(a) Business Information: business plans, strategies, forecasts, projections, budgets, financial statements, financial data, pricing information, cost structures, profit margins, revenue models, marketing plans, sales data, customer lists, supplier lists, vendor agreements, distribution methods, and market analyses;

(b) Technical Information: inventions (whether or not patentable), discoveries, improvements, innovations, trade secrets, know-how, techniques, processes, formulas, compositions, algorithms, software (source code and object code), firmware, hardware designs, specifications, schematics, blueprints, prototypes, models, test data, research and development plans, and engineering data;

(c) Product Information: product roadmaps, product designs, product specifications, manufacturing processes, quality control procedures, packaging designs, and supply chain information;

(d) Personnel Information: employee records, compensation data, organizational charts, personnel policies, and personally identifiable information subject to Wisconsin privacy laws;

(e) Legal Information: pending or threatened litigation, regulatory matters, intellectual property portfolios, patent applications, trademark strategies, licensing arrangements, and compliance programs;

(f) Operational Information: operational procedures, security protocols, IT infrastructure, network configurations, disaster recovery plans, and business continuity plans;

(g) Trade Secrets: any information that qualifies as a "trade secret" under the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90(1)(c)), meaning information, including a formula, pattern, compilation, program, device, method, technique, or process, to which all of the following apply: (i) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances; and

(h) Any other information that is marked or designated as "Confidential," "Proprietary," "Trade Secret," or words of similar import, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.3 "Disclosing Party" means the Party (or its Affiliate) disclosing Confidential Information to the other Party.

2.4 "Misappropriation" has the meaning ascribed to such term under Wis. Stat. § 134.90(1)(a), including acquisition by improper means, or disclosure or use without express or implied consent.

2.5 "Receiving Party" means the Party (or its Affiliate) receiving Confidential Information from the other Party.

2.6 "Representatives" means a Party's and its Affiliates' directors, officers, employees, agents, consultants, advisors (including attorneys, accountants, and financial advisors), independent contractors, and potential financing sources who have a legitimate need to know the Confidential Information for the Permitted Purpose.

2.7 "Trade Secret" means information meeting the definition set forth in both: (i) the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90(1)(c)); and (ii) the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1839(3)).

3. PURPOSE & SCOPE OF DISCLOSURE

3.1 Permitted Purpose. Confidential Information disclosed under this Agreement shall be used by the Receiving Party solely for the purpose of: [________________________________] (the "Permitted Purpose").

3.2 Scope. This Agreement applies to all Confidential Information exchanged between the Parties, whether disclosed orally, in writing, electronically, visually, or by any other means, and whether disclosed before or after the Effective Date, provided that information disclosed prior to the Effective Date is treated as Confidential Information hereunder.

3.3 No Obligation to Disclose. Nothing in this Agreement obligates either Party to disclose any particular Confidential Information. Each Party retains sole discretion over what information it chooses to disclose.

3.4 No Obligation to Transact. Neither Party shall have any obligation to enter into any further agreement, transaction, or business relationship with the other Party as a result of this Agreement.

4. CONFIDENTIALITY OBLIGATIONS

4.1 Standard of Care. The Receiving Party shall:

(a) Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar nature and importance, and in no event less than a commercially reasonable degree of care;

(b) Use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever;

(c) Not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party, except as expressly permitted under this Agreement;

(d) Restrict internal access to Confidential Information to only those Representatives who have a legitimate need to know such information for the Permitted Purpose;

(e) Ensure that all Representatives who receive access to Confidential Information are informed of the confidential nature thereof and are bound by confidentiality obligations no less restrictive than those contained in this Agreement, whether by written agreement, professional obligation, or fiduciary duty; and

(f) Be responsible and liable for any breach of this Agreement by any of its Representatives.

4.2 Marking of Information. The Disclosing Party should mark written or electronic Confidential Information as "Confidential," "Proprietary," or with similar designation. For oral or visual disclosures, the Disclosing Party shall identify the information as confidential at the time of disclosure and confirm in writing within fifteen (15) business days. Failure to mark shall not diminish the obligations of the Receiving Party with respect to information that a reasonable person would recognize as confidential.

4.3 Security Measures. The Receiving Party shall implement and maintain appropriate administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, disclosure, alteration, or destruction, consistent with industry best practices and applicable Wisconsin law.

4.4 Notification of Breach. The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized access, use, disclosure, or loss of Confidential Information and shall:

(a) Cooperate fully with the Disclosing Party in investigating the breach;

(b) Take all reasonable steps to mitigate the effects of the breach;

(c) Assist the Disclosing Party in complying with any applicable data breach notification obligations under Wis. Stat. § 134.98; and

(d) Preserve all relevant evidence relating to the breach.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

5.1 Exclusions. The obligations of confidentiality and non-use set forth in this Agreement shall not apply to information that the Receiving Party can demonstrate by clear and convincing evidence, supported by contemporaneous written records:

(a) Public Knowledge. Was publicly available or in the public domain at the time of disclosure, or subsequently becomes publicly available through no fault, act, or omission of the Receiving Party or its Representatives;

(b) Prior Possession. Was already in the possession of the Receiving Party at the time of disclosure, without restriction as to use or disclosure, and was not acquired directly or indirectly from the Disclosing Party;

(c) Independent Development. Was independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon any of the Disclosing Party's Confidential Information, as evidenced by written records created contemporaneously with such independent development;

(d) Third-Party Source. Was received by the Receiving Party from a third party who had a lawful right to disclose such information without breach of any obligation of confidentiality owed to the Disclosing Party; or

(e) Written Approval. Was approved for release or disclosure by the Disclosing Party in a prior written authorization specifically identifying the information.

5.2 Burden of Proof. The burden of establishing any exclusion under this Section 5 rests with the Receiving Party.

5.3 Combination of Information. Specific elements of Confidential Information shall not be deemed to fall within any exclusion merely because the individual elements are publicly available or in the Receiving Party's possession if the specific combination, compilation, or arrangement of those elements is not publicly available or in the Receiving Party's possession.

6. PERMITTED DISCLOSURES

6.1 Legally Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law, regulation, legal process, subpoena, civil investigative demand, or order of any court, government agency, or regulatory body to disclose any Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order, injunction, or other appropriate remedy, or waive compliance with this Section;

(b) Reasonably cooperate with the Disclosing Party (at the Disclosing Party's expense) in seeking such protective order or other remedy;

(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed; and

(d) Use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the Confidential Information so disclosed.

6.2 Regulatory Disclosures. Disclosure of Confidential Information to governmental or regulatory authorities (including the Wisconsin Department of Agriculture, Trade and Consumer Protection) as required by applicable law shall not constitute a breach of this Agreement, provided that the Receiving Party complies with the procedures set forth in Section 6.1 to the extent practicable.

6.3 Professional Advisors. The Receiving Party may disclose Confidential Information to its legal counsel, accountants, and other professional advisors who are bound by professional duties of confidentiality, provided such disclosure is reasonably necessary for the Permitted Purpose.

7. TERM & DURATION

7.1 Term of Agreement. This Agreement shall commence on the Effective Date and shall remain in effect for a period of:

☐ [____] months from the Effective Date
☐ [____] years from the Effective Date
☐ Until terminated by either Party upon [____] days' prior written notice
☐ Other: [________________________________]

(the "Term"), unless earlier terminated as provided herein.

7.2 Termination. Either Party may terminate this Agreement at any time upon [____] days' prior written notice to the other Party. Termination shall not affect the confidentiality obligations with respect to Confidential Information disclosed prior to the effective date of termination.

7.3 Survival of Obligations. The confidentiality and non-use obligations set forth in this Agreement shall survive the expiration or termination of this Agreement as follows:

(a) For Confidential Information that does not constitute a Trade Secret: for a period of [____] years following the expiration or termination of this Agreement (recommended: three (3) to five (5) years);

(b) For Trade Secrets: for so long as such information continues to qualify as a trade secret under applicable law, including the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90(1)(c)) and the Defend Trade Secrets Act (18 U.S.C. § 1839(3)), without limitation as to time.

7.4 Post-Termination Obligations. Upon expiration or termination of this Agreement, the obligations set forth in Section 8 (Return or Destruction of Materials) shall become immediately effective.

8. RETURN OR DESTRUCTION OF MATERIALS

8.1 Return or Destruction. Upon the earlier of (a) written request by the Disclosing Party, or (b) expiration or termination of this Agreement, the Receiving Party shall promptly (and in no event later than fifteen (15) business days):

(a) Return to the Disclosing Party all originals, copies, reproductions, and summaries of Confidential Information in any form or medium; or

(b) At the Disclosing Party's written election, destroy all such Confidential Information and provide a written certification of destruction executed by an authorized officer of the Receiving Party.

8.2 Retained Copies. Notwithstanding Section 8.1, the Receiving Party may retain:

(a) One (1) archival copy of the Confidential Information solely for legal compliance and dispute resolution purposes, stored securely with restricted access;

(b) Copies of Confidential Information contained in automated electronic backup or disaster recovery systems, provided the Receiving Party uses commercially reasonable efforts to purge such copies upon the next scheduled backup rotation; and

(c) Copies retained by legal counsel as required by applicable law or professional obligation.

All retained copies shall remain subject to the confidentiality and non-use obligations of this Agreement for the applicable survival period set forth in Section 7.3.

8.3 Residual Knowledge. Nothing in this Agreement shall restrict either Party from using any general knowledge, skills, and experience retained in the unaided memories of its Representatives who had authorized access to Confidential Information, provided that such use does not involve the disclosure of specific Confidential Information or Trade Secrets.

9. REMEDIES

9.1 Irreparable Harm. The Parties acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to the Disclosing Party for which monetary damages alone would be an insufficient remedy.

9.2 Injunctive Relief. In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctive relief, and specific performance, in any court of competent jurisdiction in the State of Wisconsin, without the necessity of:

(a) Proving actual damages;
(b) Posting any bond or other security (or, if a bond is required by applicable law, a nominal bond shall suffice); or
(c) Demonstrating the inadequacy of monetary damages.

Such equitable relief shall be in addition to, and not in lieu of, any other remedies available at law or in equity. Under Wis. Stat. § 134.90(2), an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time to eliminate commercial advantage that otherwise would be derived from the misappropriation.

9.3 Monetary Damages. In addition to equitable relief, the non-breaching Party shall be entitled to recover from the breaching Party:

(a) Actual damages, including all direct and consequential damages proximately caused by the breach;

(b) Unjust enrichment damages caused by the misappropriation, as provided under Wis. Stat. § 134.90(3);

(c) In lieu of actual damages, the court may impose a reasonable royalty for the unauthorized use of the Trade Secret, as provided under Wis. Stat. § 134.90(3)(a);

(d) In the case of willful and malicious misappropriation, exemplary damages in an amount not exceeding twice the actual damages, as authorized by Wis. Stat. § 134.90(3)(b);

(e) Reasonable attorneys' fees, as authorized by Wis. Stat. § 134.90(4) in the case of willful and malicious misappropriation, bad faith claims, or bad faith motions to terminate an injunction; and

(f) Prejudgment interest at the rate of five percent (5%) per annum, as provided under Wis. Stat. § 138.04.

9.4 Cumulative Remedies. All remedies under this Agreement are cumulative and not exclusive. No exercise of any remedy shall preclude the exercise of any other remedy available under this Agreement, at law, or in equity.

9.5 Federal Remedies. In addition to state-law remedies, the Disclosing Party may pursue remedies under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), including ex parte seizure orders in extraordinary circumstances.

10. DTSA WHISTLEBLOWER IMMUNITY NOTICE

NOTICE REQUIRED BY THE DEFEND TRADE SECRETS ACT OF 2016 (18 U.S.C. § 1833(b)):

(a) IMMUNITY. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) USE IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

Each Party acknowledges that it has received and understands this Notice, and each Party shall include a similar notice in any agreement or policy governing the use of trade secrets or confidential information with its employees, contractors, and consultants, as required by 18 U.S.C. § 1833(b).

11. INTELLECTUAL PROPERTY — NO LICENSE GRANTED

11.1 Ownership. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Receiving Party in or to any Confidential Information, except for the limited right to use such information for the Permitted Purpose during the Term.

11.2 No License. No license, express or implied, is granted under this Agreement to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, whether by estoppel, implication, or otherwise.

11.3 Inventions. Any inventions, improvements, discoveries, or works of authorship conceived or developed by the Receiving Party using or incorporating the Disclosing Party's Confidential Information shall be the sole property of the Disclosing Party, unless otherwise agreed in a separate written agreement.

11.4 No Reverse Engineering. The Receiving Party shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the composition, structure, or underlying information of any Confidential Information, except to the extent expressly permitted by applicable Wisconsin or federal law notwithstanding a contractual prohibition.

12. NON-SOLICITATION & NON-HIRE

12.1 Applicability. The following provisions apply as indicated by the Parties:

☐ Non-Solicitation Included — The provisions of this Section 12 apply to this Agreement.
☐ Non-Solicitation Excluded — The provisions of this Section 12 do not apply; proceed to Section 13.

12.2 Non-Solicitation of Employees. During the Term and for a period of [____] months following the expiration or termination of this Agreement, neither Party shall, directly or indirectly, solicit, recruit, hire, or induce, or attempt to solicit, recruit, hire, or induce, any employee, independent contractor, or consultant of the other Party who was introduced to, or about whom the soliciting Party learned Confidential Information through, the Permitted Purpose, without the prior written consent of the other Party.

12.3 Non-Solicitation of Customers. During the Term and for a period of [____] months following the expiration or termination of this Agreement, neither Party shall, directly or indirectly, solicit, contact, or attempt to solicit or contact any customer, client, vendor, or business partner of the other Party for the purpose of diverting or taking away business, where the identity of or Confidential Information about such customer, client, vendor, or partner was obtained through the Permitted Purpose.

12.4 Exceptions. Section 12.2 shall not apply to:

(a) General solicitations of employment (including advertisements, job postings, or recruitment campaigns) not specifically directed at the other Party's employees;

(b) Responses to unsolicited inquiries from employees of the other Party; or

(c) Any individual who has ceased employment with the other Party for at least six (6) months prior to the solicitation.

12.5 Wisconsin Restrictive Covenant Law — Critical Notice. THE PARTIES ACKNOWLEDGE THE FOLLOWING CRITICAL PROVISIONS OF WISCONSIN RESTRICTIVE COVENANT LAW:

(a) No Blue Pencil Doctrine. UNDER WIS. STAT. § 103.465, WISCONSIN COURTS DO NOT APPLY THE "BLUE PENCIL" DOCTRINE AND WILL NOT REFORM OR MODIFY AN OVERBROAD RESTRICTIVE COVENANT. IF A COURT FINDS ANY PART OF A RESTRICTIVE COVENANT TO BE UNREASONABLE, THE ENTIRE COVENANT IS VOID. THIS IS COMMONLY REFERRED TO AS THE "ALL OR NOTHING" APPROACH.

(b) Reasonableness Requirements. Under Wis. Stat. § 103.465, a restrictive covenant between an employer and employee is lawful and enforceable only if the restrictions imposed: (i) are reasonably necessary for the protection of the employer; (ii) provide a reasonable time limitation; (iii) provide a reasonable territorial limitation; (iv) are not unreasonable as to the employee; and (v) are not unreasonable as to the general public.

(c) Trade Secret NDAs Distinguished. Nondisclosure agreements under Wis. Stat. § 134.90 between suppliers and users of intellectual property are NOT subject to the rules governing employer-employee non-compete agreements under Wis. Stat. § 103.465. Furthermore, trade secret protection agreements under Wis. Stat. § 134.90 are an exception to the general requirement that nondisclosure agreements must include geographical and temporal limitations.

(d) This Agreement. This Agreement is a non-disclosure agreement protecting trade secrets and confidential information under Wis. Stat. § 134.90, and is not an employer-employee restrictive covenant subject to the "all or nothing" rule of Wis. Stat. § 103.465. The non-solicitation provisions in this Section 12 are nevertheless drafted to be reasonable and narrowly tailored.

13. REPRESENTATIONS & WARRANTIES

13.1 Authority. Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) It has full power and authority to execute, deliver, and perform this Agreement;

(c) The execution and performance of this Agreement will not conflict with or violate any other agreement, obligation, order, or law to which it is subject;

(d) The person executing this Agreement on its behalf has been duly authorized to do so; and

(e) This Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

13.2 Rightful Possession. Each Party, as Disclosing Party, represents and warrants that it has the right to disclose the Confidential Information provided hereunder and that such disclosure does not violate any third-party rights or obligations.

13.3 No Warranty of Accuracy. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY ERRORS OR OMISSIONS IN, OR FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON, ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER.

13.4 Compliance Representation. Each Party represents that it shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with the receipt, storage, use, and disclosure of Confidential Information, including but not limited to the Wisconsin data breach notification statute (Wis. Stat. § 134.98).

14. INDEMNIFICATION

14.1 Mutual Indemnification. Each Party (as "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) ("Losses") arising out of or related to:

(a) Any breach of this Agreement by the Indemnifying Party or its Representatives;

(b) Any misappropriation of Confidential Information or Trade Secrets by the Indemnifying Party or its Representatives;

(c) Any breach of the Indemnifying Party's representations or warranties under this Agreement; or

(d) Any negligent or wrongful act or omission of the Indemnifying Party or its Representatives in connection with the handling of Confidential Information.

14.2 Indemnification Procedure. The Indemnified Parties shall:

(a) Provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought;

(b) Grant the Indemnifying Party sole control of the defense and settlement of such claim (provided that the Indemnifying Party shall not settle any claim that imposes obligations on the Indemnified Parties without their prior written consent); and

(c) Provide reasonable cooperation to the Indemnifying Party in the defense of such claim, at the Indemnifying Party's expense.

14.3 Limitation. Failure to provide timely notice under Section 14.2(a) shall not relieve the Indemnifying Party of its obligations except to the extent such failure materially prejudices the Indemnifying Party's ability to defend the claim.

15. GENERAL PROVISIONS

15.1 Governing Law. 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. The federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) shall apply as an additional and concurrent basis for trade secret protection.

15.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, Wisconsin (including the Circuit Court of [________________________________] County and the United States District Court for the [Western/Eastern] District of Wisconsin), for any action, suit, or proceeding arising out of or relating to this Agreement. Each Party waives any objection to venue or jurisdiction, including any objection based on forum non conveniens.

15.3 Arbitration. Except for actions seeking injunctive or other equitable relief under Section 9:

☐ Arbitration Applies. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [________________________________] under its [________________________________] Rules then in effect. The arbitration shall be conducted by a single arbitrator in [________________________________], Wisconsin. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceedings and award shall be confidential.

☐ Arbitration Does Not Apply. All disputes shall be resolved by litigation in the courts identified in Section 15.2.

15.4 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and warranties relating to such subject matter.

15.6 Amendments. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and signed by authorized representatives of both Parties.

15.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

15.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. THE PARTIES ACKNOWLEDGE THAT UNDER WISCONSIN LAW, COURTS WILL NOT REFORM OR BLUE-PENCIL OVERBROAD RESTRICTIVE COVENANTS (WIS. STAT. § 103.465); HOWEVER, THIS SEVERABILITY CLAUSE APPLIES TO GENERAL PROVISIONS OF THIS AGREEMENT AND DOES NOT PURPORT TO ALLOW JUDICIAL REFORMATION OF ANY RESTRICTIVE COVENANT THAT WOULD OTHERWISE BE VOID UNDER WISCONSIN LAW.

15.9 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be void.

15.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.11 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when:

(a) Delivered personally;
(b) Sent by nationally recognized overnight courier (delivery charges prepaid);
(c) Sent by certified or registered mail, return receipt requested, postage prepaid; or
(d) Sent by email with confirmation of receipt (excluding automated replies).

Notices shall be addressed to the Parties at the addresses set forth in Section 1, or at such other address as a Party may designate by written notice. Notices shall be effective: (i) upon receipt if delivered personally; (ii) one (1) business day after deposit with an overnight courier; (iii) three (3) business days after deposit in the mail; or (iv) upon confirmed receipt if sent by email.

15.12 Counterparts & Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF, DocuSign, or other reliable e-signature platforms) shall be deemed original signatures and shall be binding upon the Parties in accordance with the Wisconsin Uniform Electronic Transactions Act (Wis. Stat. § 137.11 et seq.).

15.13 No Agency or Partnership. Nothing in this Agreement shall be construed to create a joint venture, partnership, agency, fiduciary, or employment relationship between the Parties.

15.14 Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental actions, utility failures, or labor disputes, provided the affected Party uses diligent efforts to resume performance as soon as reasonably practicable.

15.15 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. The headings are for convenience only. "Include," "includes," and "including" mean "including without limitation."

15.16 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights upon any third party.

16. WISCONSIN-SPECIFIC PROVISIONS

16.1 Wisconsin Uniform Trade Secrets Act (WUTSA). This Agreement is intended to supplement, and not to displace, the protections available under the Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90). The WUTSA displaces conflicting tort, restitutionary, and other Wisconsin law providing civil remedies for misappropriation of a trade secret (Wis. Stat. § 134.90(6m)), but does not affect contractual remedies, other civil remedies not based on misappropriation, or criminal remedies (Wis. Stat. § 134.90(7)).

16.2 Statute of Limitations. The Parties acknowledge that under Wis. Stat. § 134.90(6), the statute of limitations for an action for misappropriation of trade secrets is three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. A continuing misappropriation constitutes a single claim.

16.3 WUTSA Remedies. In addition to the general remedies set forth in Section 9:

(a) Wis. Stat. § 134.90(2) authorizes injunctive relief for actual or threatened misappropriation; an injunction shall be terminated when the trade secret has ceased to exist, but may be continued for a reasonable additional period to eliminate commercial advantage from the misappropriation;

(b) Wis. Stat. § 134.90(3)(a) provides for recovery of actual damages, including damages for unjust enrichment, or in lieu thereof, a reasonable royalty;

(c) Wis. Stat. § 134.90(3)(b) authorizes exemplary damages not exceeding twice the actual damages for willful and malicious misappropriation;

(d) Wis. Stat. § 134.90(4) authorizes an award of reasonable attorneys' fees to the prevailing party in the case of: (i) willful and malicious misappropriation; (ii) bad faith claims of misappropriation; or (iii) bad faith motions to terminate an injunction; and

(e) Under Wis. Stat. § 134.90(4)(b), reasonable attorneys' fees may be awarded to the party prevailing on a bad faith claim.

16.4 Wisconsin Restrictive Covenant Law — "All or Nothing" Rule. The Parties acknowledge the following critical distinctions under Wisconsin law:

(a) Wis. Stat. § 103.465 governs restrictive covenants in employment, requiring that they be reasonably necessary to protect the employer, reasonable in time and territory, and not unreasonable to the employee or the general public;

(b) No Blue Pencil / No Reformation. Wisconsin courts will NOT reform, modify, or "blue pencil" an overbroad restrictive covenant. If any portion of a restrictive covenant under § 103.465 is found unreasonable, the ENTIRE covenant is void (the "all or nothing" rule established in Rollins Burdick Hunter of Wis., Inc. v. Hamilton and its progeny);

(c) Trade Secret NDAs Exempt. Nondisclosure agreements protecting trade secrets under Wis. Stat. § 134.90 are governed by the trade secrets statute, NOT by § 103.465. Trade secret NDAs do not require geographical or temporal limitations to be enforceable;

(d) This Agreement's Classification. This Agreement is a mutual non-disclosure agreement protecting trade secrets and confidential information and is governed by Wis. Stat. § 134.90, not § 103.465. The non-solicitation provisions in Section 12, however, may be subject to § 103.465 analysis if applied in an employer-employee context; and

(e) Drafting Caution. Given the "all or nothing" rule, the non-solicitation provisions in Section 12 have been drafted to be reasonable and narrowly tailored. If the Parties intend these provisions to apply in an employer-employee relationship, they should have such provisions separately reviewed by Wisconsin counsel.

16.5 Wisconsin Data Breach Notification. In the event of a breach of security involving personally identifiable information as defined under Wis. Stat. § 134.98, the Receiving Party shall:

(a) Notify affected Wisconsin residents within a reasonable time, not to exceed 45 days, after learning of the breach;

(b) Notify the entity if the Receiving Party is an agent maintaining personal information on behalf of the entity;

(c) Notify the Wisconsin Department of Agriculture, Trade and Consumer Protection (DATCP) if the breach affects a significant number of Wisconsin residents;

(d) Include in the notification: a description of the types of personal information compromised, a toll-free telephone number for the entity, and advice about identity theft prevention;

(e) Acknowledge that failure to comply with Wis. Stat. § 134.98 may constitute evidence of negligence or breach of duty (though it is not per se negligence); and

(f) Cooperate with the Disclosing Party in complying with all notification obligations.

16.6 Wisconsin Default Interest Rate. Unless otherwise agreed, any monetary damages awarded under this Agreement shall bear prejudgment interest at the rate of five percent (5%) per annum, in accordance with Wis. Stat. § 138.04.

16.7 Wisconsin Uniform Electronic Transactions Act. This Agreement may be executed and delivered electronically in accordance with the Wisconsin Uniform Electronic Transactions Act (Wis. Stat. § 137.11 et seq.), and electronic signatures shall have the same legal effect as original signatures.

16.8 Preservation of Trade Secret Status. In any litigation or proceeding arising under this Agreement, the Parties shall cooperate in seeking appropriate protective orders and filing documents under seal to preserve the trade secret status of Confidential Information, as permitted under Wis. Stat. § 134.90(5).

17. SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above.

PARTY A:

PARTY B:

EXHIBIT A — DESCRIPTION OF PERMITTED PURPOSE

[________________________________]

[________________________________]

[________________________________]

EXHIBIT B — ADDITIONAL TERMS OR SPECIAL CONDITIONS

☐ Not Applicable

☐ The following additional terms apply:

[________________________________]

[________________________________]

[________________________________]

SOURCES AND REFERENCES

• Wisconsin Uniform Trade Secrets Act: Wis. Stat. § 134.90 — https://docs.legis.wisconsin.gov/statutes/statutes/134/90
• Wisconsin Restrictive Covenant Statute: Wis. Stat. § 103.465 — https://docs.legis.wisconsin.gov/statutes/statutes/103/465
• Wisconsin Data Breach Notification: Wis. Stat. § 134.98 — https://docs.legis.wisconsin.gov/statutes/statutes/134/98
• Wisconsin Default Interest Rate: Wis. Stat. § 138.04
• Defend Trade Secrets Act of 2016: 18 U.S.C. § 1836 et seq.
• DTSA Whistleblower Immunity: 18 U.S.C. § 1833(b)
• Wisconsin Uniform Electronic Transactions Act: Wis. Stat. § 137.11 et seq.

This document is provided for informational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in the State of Wisconsin before executing this Agreement.

(c) 2026 All rights reserved.