Confidentiality Agreements

Wisconsin Confidentiality Contract Attorneys

With increasing frequency, Wisconsin employers require their employees to sign confidentiality agreements or non-disclosure agreements. While a confidentiality agreement may not look like a non-compete agreement, employees should be cautious as these agreements frequently operate in the same manner as a non-compete agreement, as they restrict employee’s ability to work for other employers in the future.  Whether an employer requires an employee to sign such an agreement as a condition of beginning the employment relationship, or during the employment relationship, the enforceability of the confidentiality agreement is subject to a complicated set of statutory factors and the interpretation of court decisions. 

What is a Confidentiality Contract? 

A confidentiality agreement is a general term used to describe a contract which restricts what an employee may do with certain information after the employee’s employment ends. It may come in the form of an agreement to keep a customer list confidential, or more broadly attempt to protect all confidential information. An employer may call the document a confidentiality agreement, a confidentiality contract, or some other non-descript term that hides its true intent. Regardless of what the document is called, if it restricts what you may do after your employment ends, you should take care to make sure you understand what the agreement means and understand if the terms in the agreement are enforceable. 

Wisconsin Law Requires Precise Language

A Wisconsin confidentiality agreement must be accompanied by some “consideration” to the employees, such as additional financial benefits, or something as simple as retaining your employment. In addition to requiring “consideration,” confidentiality and non-disclosure agreements must pass a five-element test set out in section 103.465 of the Wisconsin Statutes:

1. The employer must have a reasonable protectable interest in limiting competition.
2. The non-compete agreement must contain a reasonable time limitation.
3. The non-compete agreement must contain a reasonable geographic limitation.
4. The restrictions in the non-compete agreement must be reasonable to the employee.
5. The restrictions in the non-compete agreement must be reasonable to the general public.

If the confidentiality or non-disclosure agreement fails to meet any of these elements, the agreement may not be enforced under Wisconsin law. Generally, an employer can only protect its customer base and confidential information. Any restriction, however, must not be any broader than the employer’s actual protectable interest. If you are subject to a confidentiality agreement whose terms appear to be unenforceable under Wisconsin Statute section 103.465, you have the option to renegotiate the terms of the agreement, or ask a court to declare the terms of the non-compete agreement unenforceable.

When Should an Employee Seek Advice Regarding a Confidentiality or Non-Disclosure Agreement?

• Before signing a confidentiality or non-disclosure agreement, workers should review the agreement with an attorney to understand their rights, the enforceability of the agreement, and ensure their ability to continue working in the industry of their choice in the future. 
• When considering leaving a job, a worker may want to know what they can do going forward without violating their confidentiality or non-disclosure agreement, or to determine whether the restrictions in the confidentiality or non-disclosure agreement are enforceable. Employees should seek advice with regard to their confidentiality or non-disclosure agreement prior to resigning their employment to ensure they are making important decisions with as much information as possible. 
• When considering a job offer, a worker may want to know how their future job duties and responsibilities may limited by a confidentiality or non-disclosure agreement.  
• When a worker receives a cease and desist letter claiming that the worker is violating the confidentiality or non-disclosure agreement. Such a letter usually threatens litigation if the employee does not agree to stop engaging in certain actions. While a cease and desist letter is common in confidentiality or non-disclosure agreement disputes, they should be taken seriously and a worker who has received such a letter should seek legal advice as soon as possible as the window to negotiate pre-litigation may be closing. Importantly, a worker should not sign anything or agree to anything without first seeking legal advice. 
• When served with a complaint or other legal papers initiating a lawsuit, an employee will likely benefit from legal advice. 

The earlier an employee considers their confidentiality or non-disclosure agreement, the more options that may be available to them. Hawks Quindel Attorneys can help an employee at all stages of their employment, from the hiring process, to the early stages of considering a change in employment, all the way to situations where employees have been served cease and desist letters or lawsuits by their employers. Moreover, when an employee receives a cease and desist letter or otherwise reasonably believes litigation may be on the horizon, employees must preserve any evidence they have available to them. Our experienced non-compete attorneys can help you preserve evidence that may help you defend yourself. Every confidentiality or non-disclosure agreement is unique, and will require individual attention and a detailed read by an attorney. The employment attorneys at Hawks Quindel can review your confidentiality or non-disclosure agreement, and determine the available options and best strategies going forward based on the specifics of your confidentiality or non-disclosure agreement. 

We are Experienced in Wisconsin Confidentiality & Non-Disclosure Agreements and Can Help You Explore Your Options

If your employer asks you to sign a confidentiality or non-disclosure agreement, make sure you understand exactly what the agreement or contract means, and what the long-term consequences may be, before you sign it. Our attorneys navigate the complex questions arising from confidentiality agreements and can explain them to you, in plain language. If you are beginning a new job, are considering leaving your employment, or if you have left your employment and your former employer is attempting to enforce a confidentiality agreement against you, the attorneys at Hawks Quindel can help you negotiate a resolution to the conflict or litigate the enforcement of the confidentiality agreement. Please call a Madison employee contract attorney directly at (608) 257-0040 or a Milwaukee employee contract attorney at (414) 271-8650, or email us via our Contact Page.