Wisconsin Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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Wisconsin rules that this document follows

Trade secret statuteWisconsin Uniform Trade Secrets ActSource: Wis. Stat. § 134.90
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity)Source: 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusenforceable — Enforceable only if reasonably necessary to protect employer, reasonable in time and territory, and not unreasonably restrictive; any unreasonable term voids the entire covenant (no blue-pencil)Source: Wis. Stat. § 103.465
Non-solicitationSubject to § 103.465; employee non-solicits must be limited to key employees (Manitowoc Co. v. Lanning, 2018 WI 6)Source: Wis. Stat. § 103.465; Manitowoc Co. v. Lanning, 2018 WI 6
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in Wisconsin

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in Wisconsin and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in Wisconsin?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Wisconsin enforces trade-secret protection under Wisconsin Uniform Trade Secrets Act (Wis. Stat. § 134.90).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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