Attorney-Approved Wisconsin Non-disclosure Agreement Document

Wisconsin Non-disclosure Agreement (NDA)

This Wisconsin Non-disclosure Agreement (hereinafter referred to as the "Agreement") is entered into on the ____ day of _______________, 20____ (the "Effective Date"), between _________________________, with a mailing address of _____________________________________ (hereinafter referred to as the "Disclosing Party"), and _________________________, with a mailing address of _____________________________________ (hereinafter referred to as the "Receiving Party").

WHEREAS, the Disclosing Party possesses certain information related to ____________________, and considers this information to be proprietary and confidential (the "Confidential Information");

AND WHEREAS, the Receiving Party requires access to the Confidential Information solely for the purpose of ________________________________;

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

1. Confidentiality. The Receiving Party agrees to use the Confidential Information solely for the purpose described above and not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as otherwise permitted by this Agreement.
2. Exceptions to Confidential Information. The term "Confidential Information" does not include information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party provides prompt written notice of such requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.
3. Term. The obligations of confidentiality shall remain in effect for a period of _________ years from the Effective Date, unless otherwise agreed in writing by the parties.
4. Return of Confidential Information. Upon the request of the Disclosing Party, the Receiving Party shall return all materials containing Confidential Information, including copies and derivatives thereof, or certify in writing that all such materials have been destroyed.
5. 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.
6. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written.

Disclosing Party:

_________________________________

Name: ___________________________

Title: ___________________________

Date: ____________________________

Receiving Party:

_________________________________

Name: ___________________________

Title: ___________________________

Date: ____________________________