Make a Wisconsin Non-Compete Agreement

Applicable State Laws

Wisconsin's non-compete laws are codified in Wisconsin Statutes at Wis. Stat. § 103.465.  They are also set by court decisions of the Wisconsin Supreme Court and the Wisconsin Court of Appeals.

Wisconsin law specifies that non-compete agreements are enforceable as long as their limitations do not go beyond what is necessary to protect the privacy of the company. This means that Wisconsin state courts will uphold the enforceability of such agreements as long as they do not cause unnecessary harm to the former employee’s ability to procure employment once their time with the former employer comes to an end or are against public policy.

Courts will review non-compete agreements for reasonableness in time restriction and geographical area.

The Wisconsin Supreme Court has held that an employer can have a legitimate protectable interest in a relationship with a former customer. Star Direct, Inc. v. Dal Pa.

Continued employment of an at-will employee is sufficient consideration for a non-compete agreement. Runzheimer International, Ltd. v. Friedlen, et al.

Because of the different Wisconsin statutory and case laws that govern a non-compete agreement, it is important to seek legal advice from a Wisconsin employment law firm when drafting or signing a non-compete or employment agreement.

Protect your Wisconsin business by also using a Wisconsin non-disclosure agreement form. Download a Wisconsin non-disclosure agreement form now!

How to Write a Wisconsin Non-Compete Agreement

A Wisconsin non-compete agreement should generally include the following provisions:

• Purpose. This clause explains the purpose of the non-compete agreement: protection of the employer's confidential information from misappropriation. This section will identify the parties and the effective date. It will also define confidential information as proprietary information and trade secrets related to the business.
• Non-compete. This clause will often specify the applicable time period, geographical restrictions, business practices, clients and customers, competitors, business activities, and employee solicitation.
• Time period. A clause that outlines the time period of the agreement and when that time period begins.
• Purchase option. This clause states whether the company will allow the recipient to be released from the agreement for a specific amount of money.
• Jurisdiction. This clause sets the laws that will govern the agreement.
• Confidential information.  This clause states that the term "confidential information" as it is used throughout the agreement means any and all technical and non-technical information provided by your business that includes and is not limited to any data or other proprietary information related to products, inventions, plans, methods, processes, developmental or experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, or other matters pertaining to your business or any of your clients, consultants, or licensees that is disclosed to the recipient under the terms of the non-compete agreement.
• Permitted disclosure. This clause explains when confidential information is no longer confidential.  This will generally occur when information becomes public through no fault of the recipient.  For example, if the information is discovered by the recipient on their own without a breach of another person or is released to the public after the written consent of the business.
• Confidentiality. This clause states that the recipient acknowledges that they have access to is confidential and they agree that they will not directly or indirectly disclose it to another party without the written consent of the business.
• Return of materials. This states that when the agreement is terminated or when the business requests it, the recipient will promptly return all documents or other tangible material that represents the confidential information of the business. They will also return any copies that exist. The business will also notify the recipient upon discovering any loss or unauthorized disclosure of the confidential information.
• Remedies. This clause explains the remedies that the business is entitled to pursue if the recipient breaches the agreement.  Examples of remedies include the recovery of court costs and reasonable attorney fees, a temporary restraining order or preliminary injunction against unauthorized use, or any other remedy available under Wisconsin law.
• Choice of law. This clause states that the non-compete agreement is governed by the laws of the State of Wisconsin.
• Entire agreement. This clause states that the entire agreement may be amended only in writing and with the signatures of all parties.  Parties must sign and print their names on the new agreement and should date their signatures. Each party should receive a copy of the agreement for their records.

Disclaimer: While these are the terms that should generally be included in a Wisconsin non-compete agreement, this should not be construed as a substitute for the advice of a licensed Wisconsin employment law attorney.

After the completion of the non-compete agreement, the parties should keep a copy of the document for their records.