Non-Disclosure Agreements (NDA)
Attorney in Milwaukee

What is a Non-Disclosure Agreement (NDA)?

Non-Disclosure Agreements (“NDAs”) and confidentiality agreements are agreements that endeavor to legally bind one or more parties to maintain the confidentiality of and not to disclose, certain information the other party defines as confidential, proprietary or otherwise protectable.  Such agreements are often used to protect sensitive information like trade secrets, marketing plans, business plans, proprietary data, and personal information.

Types of NDAs: Unilateral vs. Mutual

• Unilateral NDA: One party agrees to keep information confidential (e.g., an employee or contractor).
• Mutual NDA: Both parties agree not to share each other’s confidential information (e.g., during business negotiations).

Key Elements of Non-Disclosure Agreements

• Definition of confidential information
• Obligations of the receiving party
• Time period of confidentiality
• Exclusions (what isn’t considered confidential)
• Consequences of breach

NDA Enforceability Requirements in Wisconsin

NDAs and confidentiality agreements are restrictive covenants governed by the same state laws applicable to non-compete agreements, non-solicitation agreements and similar agreements.  In this regard, to be enforceable, NDAs and confidentiality agreements must satisfy the same state-law reasonableness tests applicable to other restrictive covenants.  Among other such tests, NDAs/Confidentiality Agreements must be necessary for the employer’s protection, reasonable as to time, reasonable as to scope, contain a reasonable geographic restriction, among other such requirements.  

If you are being asked to consider a NDA or confidentiality agreement, or have entered into such an agreement that may restrict your future activities, contact the attorneys at Kuhn Law for a comprehensive evaluation of your circumstances and a detailed review and explanation of the terms and ramifications of such agreement(s).