TRADE SECRET PROTECTION & NON-DISCLOSURE AGREEMENT

(State of Wisconsin)

[// GUIDANCE: Replace all bracketed placeholders before releasing to client. Ensure corporate parties sign through duly-authorized officers.]

TABLE OF CONTENTS

1. Definitions
2. Confidentiality & Permitted Use
3. Exclusions from Confidential Information
4. Term; Return or Destruction of Materials
5. Representations & Warranties
6. Covenants & Compliance
7. Events of Default; Remedies
8. Indemnification
9. Liability (No Contractual Cap)
10. Dispute Resolution
11. General Provisions
12. Execution

I. DOCUMENT HEADER

This Trade Secret Protection & Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

• [Full Legal Name of Disclosing Party], a [jurisdiction & entity type] with its principal place of business at [address] (“Disclosing Party”); and
• [Full Legal Name of Recipient], a [jurisdiction & entity type] with its principal place of business at [address] (“Recipient”).

The parties agree as follows:

1. DEFINITIONS

For ease of reference, defined terms are listed alphabetically. Singular includes plural and vice-versa.

1.1 “Affiliate” means, with respect to any entity, an entity directly or indirectly controlling, controlled by, or under common control with such entity.

1.2 “Confidential Information” means all information disclosed or made available, directly or indirectly, by Disclosing Party to Recipient that:
(a) meets the definition of “Trade Secret” under Wis. Stat. § 134.90(1)(c); or
(b) is otherwise proprietary, confidential, or not generally known to the public and is identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.3 “Misappropriation” has the meaning set forth in Wis. Stat. § 134.90(2).

1.4 “Purpose” means [describe purpose/business relationship], and no other purpose.

1.5 “Trade Secret” has the meaning set forth in Wis. Stat. § 134.90(1)(c), which, for convenience, includes information that:
(i) derives independent economic value from not being generally known and not being readily ascertainable by proper means; and
(ii) is the subject of reasonable efforts to maintain its secrecy.

2. CONFIDENTIALITY & PERMITTED USE

2.1 Use Restriction. Recipient shall use Confidential Information solely for the Purpose and for no other purpose, whether commercial or otherwise.

2.2 Non-Disclosure. Recipient shall not disclose Confidential Information to any third party except to Recipient’s employees, officers, directors, contractors, and legal or financial advisors (“Representatives”) who:
(a) have a need to know for the Purpose; and
(b) are bound by confidentiality obligations at least as protective as those herein.

2.3 Standard of Care. Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a commercially reasonable standard of care.

2.4 Copying. Recipient shall not copy, reproduce, or otherwise duplicate Confidential Information except as reasonably necessary for the Purpose and subject to the same controls.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that Recipient can demonstrate by competent evidence:
(a) is or becomes publicly available without breach of this Agreement;
(b) was in Recipient’s lawful possession prior to disclosure;
(c) is lawfully obtained from a third party without restriction; or
(d) is independently developed by Recipient without reference to or use of Confidential Information.

[// GUIDANCE: Burden of proof lies with Recipient—Wisconsin courts strictly construe exclusions.]

4. TERM; RETURN OR DESTRUCTION OF MATERIALS

4.1 Term. The obligations regarding Trade Secrets survive for so long as such information remains a trade secret under applicable law. Obligations for all other Confidential Information survive five (5) years from the date of each disclosure.

4.2 Return/Destruction. Within ten (10) days after written request, Recipient shall, at Disclosing Party’s election, return or destroy all tangible embodiments of Confidential Information (including all copies). Upon destruction, an officer of Recipient shall certify same in writing.

4.3 Retention for Compliance. Recipient may retain one (1) archival copy solely for compliance and dispute-resolution purposes, kept in a secure location, subject to the obligations herein.

5. REPRESENTATIONS & WARRANTIES

5.1 Authority. Each party represents that it has full power and authority to enter into and perform this Agreement.

5.2 Ownership. Disclosing Party represents that it has the right to disclose the Confidential Information for the Purpose.

5.3 NO OTHER WARRANTIES. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

6. COVENANTS & COMPLIANCE

6.1 Compliance with Law. Recipient shall comply with all applicable federal and Wisconsin laws pertaining to trade secrets, data privacy, and export controls in handling Confidential Information.

6.2 Notification of Misappropriation. Recipient shall promptly notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure and cooperate in every reasonable way to mitigate harm and enforce rights.

6.3 Records & Inspection. Upon reasonable prior notice, Recipient shall make available to Disclosing Party, during normal business hours and not more than once annually (unless breach is suspected), documents reasonably necessary to verify compliance.

7. EVENTS OF DEFAULT; REMEDIES

7.1 Default. Any actual or threatened Misappropriation of Confidential Information constitutes an Event of Default.

7.2 Injunctive Relief. As mandated by Wis. Stat. § 134.90(3) and by agreement of the parties, Disclosing Party is entitled to seek temporary, preliminary, and permanent injunctive relief in any Wisconsin state court of competent jurisdiction, without posting bond to the extent permitted by law.

7.3 Additional Remedies.
(a) Damages. Disclosing Party may recover damages as provided under Wis. Stat. § 134.90(4), including both actual loss and unjust enrichment, or a reasonable royalty if damages are inadequate.
(b) Exemplary Damages. Where Misappropriation is willful and malicious, Disclosing Party may recover exemplary damages up to twice the amount of actual damages, as permitted by Wis. Stat. § 134.90(4)(b).
(c) Attorneys’ Fees. The prevailing party in any action or proceeding under this Agreement is entitled to recover reasonable attorneys’ fees and costs. See Wis. Stat. § 134.90(4)(c).

7.4 Cumulative Remedies. Remedies are cumulative and in addition to all other rights and remedies available at law or in equity.

8. INDEMNIFICATION

8.1 Recipient’s Duty. Recipient shall defend, indemnify, and hold harmless Disclosing Party and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) any breach of this Agreement by Recipient or its Representatives; or
(b) any Misappropriation or alleged Misappropriation by Recipient or its Representatives.

8.2 Procedures. Disclosing Party shall:
(i) promptly notify Recipient in writing of any claim;
(ii) allow Recipient sole control of the defense and settlement (subject to prior written consent for any settlement imposing non-monetary obligations on Disclosing Party); and
(iii) cooperate reasonably at Recipient’s expense.

9. LIABILITY (NO CONTRACTUAL CAP)

9.1 Unlimited Liability. The parties agree that neither this Agreement nor any attachment imposes a contractual cap or limitation on either party’s liability for:
(a) Misappropriation of Trade Secrets;
(b) breach of confidentiality obligations;
(c) indemnification obligations; or
(d) intentional misconduct or gross negligence.

[// GUIDANCE: If client later wishes to add limitation language, insert new § 9.2 and adjust cross-references.]

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict-of-laws principles.

10.2 Arbitration. Except for actions seeking injunctive relief under § 7.2, any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
(a) Seat & Venue. The arbitration shall be seated in [County], Wisconsin.
(b) Panel. The tribunal shall consist of one (1) neutral arbitrator with at least ten (10) years of experience in complex commercial disputes.
(c) Award. Judgment on the award may be entered in any court of competent jurisdiction.

10.3 Forum Selection & Jurisdiction. For actions permitted in court, the parties submit to the exclusive jurisdiction of the state courts located in [County], Wisconsin, and waive any objection based on forum non conveniens.

10.4 Jury Waiver. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY.

10.5 Equitable Relief Not Waived. Seeking injunctive relief under § 7.2 shall not be deemed a waiver of the right to compel arbitration for any other matter.

11. GENERAL PROVISIONS

11.1 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both parties. No waiver of any breach constitutes a waiver of any other breach.

11.2 Assignment. Neither party may assign or delegate this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its assets or equity, provided the successor agrees in writing to be bound hereby.

11.3 Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

11.4 Integration. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous oral or written agreements.

11.5 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one instrument. Execution and delivery by electronic signature (including via PDF or electronic signature platform) is legally effective.

11.7 Notices. All notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of delivery), to the addresses set forth above or such other address designated in writing.

11.8 Headings. Section headings are for convenience only and do not affect interpretation.

12. EXECUTION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[OPTIONAL NOTARY BLOCK – use if client requires notarization under Wisconsin law]

[// GUIDANCE:
1. Verify that all statutory citations (Wis. Stat. § 134.90) remain current at the time of use.
2. For international disclosures, confirm export-control compliance and consider additional clauses.
3. Review corporate bylaws or board resolutions to confirm signatory authority.]