Wisconsin Non-Disclosure Agreement (NDA) Review
Wisconsin is unforgiving to employers who overreach. Under Wis. Stat. 103.465, an unreasonable restrictive covenant is void in full rather than trimmed, and the Wisconsin Supreme Court has applied that statute to clauses barring employees from recruiting co-workers. That makes the restrictive terms in a Wisconsin NDA more fragile than in most states, even though confidentiality obligations under Wis. Stat. 134.90 remain enforceable.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Wisconsin
Wisconsin protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Enforceable only if reasonable in every respect; a single unreasonable term voids the entire restraint (no blue-penciling).
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Wisconsin also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Wisconsin's non-compete rules above.
What did Manitowoc v. Lanning decide?
In Manitowoc Co. v. Lanning, 2018 WI 6, the Wisconsin Supreme Court held that a clause barring a former employee from soliciting any of the employer's employees for two years was a restraint of trade governed by Wis. Stat. 103.465. The clause covered all of the company's roughly 13,000 employees worldwide, regardless of role or connection to the employee, and the court found it unenforceable.
Under 103.465 a covenant is enforceable only if reasonably necessary to protect the employer, and an unreasonable covenant is void and unenforceable even as to any part that would have been reasonable.
What protects trade secrets in Wisconsin?
Wisconsin's trade secret statute, Wis. Stat. 134.90, is based on the Uniform Trade Secrets Act and protects information that derives value from secrecy and is subject to reasonable secrecy efforts.
Wisconsin courts have scrutinized confidentiality clauses that operate as broad restraints, especially those covering information that is not truly secret or that have no time limit. Tying the NDA's definition to genuine confidential information, with standard exclusions and a defined term for non-trade-secret material, makes it far more likely to hold up.
Because a single overreach sinks the whole restraint, Wisconsin employers sometimes split restrictions into separate numbered covenants. Read each one on its own and ask which, if any, protects a genuine interest specific to your role.
Wisconsin sources checked 2026-10-09: Epstein Becker Green: Wisconsin Supreme Court strikes down co-worker non-solicitation clause · Wis. Stat. 134.90 (Wisconsin Legislature) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Wisconsin NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Wisconsin law
- Return/destruction obligation and one-sided injunctive relief
Wisconsin NDA FAQ
Is an NDA enforceable in Wisconsin?
Yes, a reasonable confidentiality agreement is generally enforceable in Wisconsin, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Wisconsin?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Wisconsin a reasonable non-compete can be enforceable, Enforceable only if reasonable in every respect; a single unreasonable term voids the entire restraint (no blue-penciling). A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Wisconsin?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Wisconsin law.
Can Wisconsin enforce a non-compete buried in an NDA?
Wisconsin is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable only if reasonable in every respect; a single unreasonable term voids the entire restraint (no blue-penciling). Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Wisconsin agreement is too broad, what happens?
An overbroad restriction is struck down in full, not narrowed. That works in your favour: an employer who overreaches risks losing the restriction altogether rather than having it trimmed, which is real leverage when you ask for it to be narrowed.
Does it matter which state's law the agreement names?
It can, because Wisconsin's neighbours do not all agree: Illinois (limited), Minnesota (void). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
If one part of my Wisconsin non-solicit is too broad, does the rest survive?
Usually not within that covenant. Wis. Stat. 103.465 provides that an unreasonable restraint is void even as to any part that would be reasonable. Wisconsin courts may treat genuinely separate, divisible covenants independently, but they will not rewrite one overbroad clause into a reasonable one.
Does Wisconsin have a harassment NDA statute?
The main protection for Wisconsin workers is the federal Speak Out Act, which makes pre-dispute nondisclosure and nondisparagement clauses unenforceable in sexual assault and sexual harassment disputes. Agreements also cannot bar confidential reports of suspected legal violations to government officials under the Defend Trade Secrets Act.
Asked to sign an NDA in Wisconsin?
Upload it and get every clause checked against Wisconsin law in about a minute, with a fix for each problem.
How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Wisconsin rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Wisconsin law when you run your NDA, and you should confirm anything critical with a qualified attorney.