134.90(6)(a)(a) Except as provided in
par. (b), this section displaces conflicting tort law, restitutionary law and any other law of this state providing a civil remedy for misappropriation of a trade secret.
134.90(6)(b)
(b) This section does not affect any of the following:
134.90(6)(b)1.
1. Any contractual remedy, whether or not based upon misappropriation of a trade secret.
134.90(6)(b)2.
2. Any civil remedy not based upon misappropriation of a trade secret.
134.90(6)(b)3.
3. Any criminal remedy, whether or not based upon misappropriation of a trade secret.
134.90(7)
(7) Uniformity of application and construction. This section shall be applied and construed to make uniform the law relating to misappropriation of trade secrets among states enacting substantially identical laws.
134.90 History
History: 1985 a. 236.
134.90 Note
NOTE: 1985 Wis. Act 236, which created this section, contains extensive notes describing this section and other sections affected by Act 236.
134.90 Annotation
For general discussion of provision and its application, see Minuteman, Inc. v. Alexander,
147 Wis. 2d 842,
434 N.W.2d 773 (1989).
134.90 Annotation
A party asserting a trade secret need not spell out details that would destroy what the party seeks to protect, but the party must include with some specificity the nature of the trade secret that is more than a generalized allegation that there is trade secret. ECT International, Inc. v. Zwerlein,
228 Wis. 2d 343, 597 NW.2d 479 (Ct. App. 1999).
134.90 Annotation
By limiting the period in which an employee agrees not to divulge trade secrets, an employer manifests its intent that there is no need to maintain the secrecy after the specified period. ECT International, Inc. v. Zwerlein,
228 Wis. 2d 343, 597 NW.2d 479 (Ct. App. 1999).
134.90 Annotation
Under sub. (4), "actual loss caused by the violation" may include losses that result when a misappropriator uses a trade secret unsuccessfully and produces and sells a defective product that causes the plaintiff's business to suffer. World Wide Prosthetic Supply, Inc. v. Mikulsky, 2002 WI 26,
251 Wis. 2d 45,
640 N.W.2d 764.
134.90 Annotation
Although a court may grant injunctive relief against a person who misappropriated a trade secret, the injunction should only be for a period reasonable to eliminate commercial advantage that the person who misappropriated the secret would otherwise derive from the violation. Once the defendant would have discovered the trade secret without the misappropriation, any lost profits from that time forward are not caused by the defendant's wrongful act. Minnesota Mining and Manufacturing Company v. Pribyl, 259 F3d 587 (2001).
134.90 Annotation
Nondisclosure agreements under sub. (6) between suppliers and users of intellectual property are not subject to rules that govern noncompete agreements between employers and employees. A much greater scope of restraint is allowed in contracts between vendors and vendees than between employers and employees. IDX Systems Corp. v. Epic Systems Corp.
285 F. 3d 581 (2002).
134.90 Annotation
Revisions to the law of trade secrets. Whitesel and Sklansky. WBB Aug. 1986.
134.93
134.93
Payment of commissions to independent sales representatives. 134.93(1)(a)
(a) "Commission" means compensation accruing to an independent sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales made by the independent sales representative or as a percentage of the dollar amount of profits generated by the independent sales representative.
134.93(1)(b)
(b) "Independent sales representative" means a person, other than an insurance agent or broker, who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission. "Independent sales representative" does not include any of the following:
134.93(1)(b)1.
1. A person who places orders or purchases products for the person's own account for resale.
134.93(1)(b)2.
2. A person who is an employee of the principal and whose wages must be paid as required under
s. 109.03.
134.93(1)(c)
(c) "Principal" means a sole proprietorship, partnership, joint venture, corporation or other business entity, whether or not having a permanent or fixed place of business in this state, that does all of the following:
134.93(1)(c)1.
1. Manufactures, produces, imports or distributes a product for wholesale.
134.93(1)(c)2.
2. Contracts with an independent sales representative to solicit orders for the product.
134.93(1)(c)3.
3. Compensates the independent sales representative, in whole or in part, by commission.
134.93(2)(a)(a) Subject to
pars. (b) and
(c), a commission becomes due as provided in the contract between the principal and the independent sales representative.
134.93(2)(b)
(b) If there is no written contract between the principal and the independent sales representative, or if the written contract does not provide for when a commission becomes due, or if the written contract is ambiguous or unclear as to when a commission becomes due, a commission becomes due according to the past practice used by the principal and the independent sales representative.
134.93(2)(c)
(c) If it cannot be determined under
par. (a) or
(b) when a commission becomes due, a commission becomes due according to the custom and usage prevalent in this state for the particular industry of the principal and independent sales representative.
134.93(3)
(3) Notice of termination or change in contract. Unless otherwise provided in a written contract between a principal and an independent sales representative, a principal shall provide an independent sales representative with at least 90 days' prior written notice of any termination, cancellation, nonrenewal or substantial change in the competitive circumstances of the contract between the principal and the independent sales representative.
134.93(4)
(4) Commissions due; payment on termination of contract. A principal shall pay an independent sales representative all commissions that are due to the independent sales representative at the time of termination, cancellation or nonrenewal of the contract between the principal and the independent sales representative as required under
sub. (2).
134.93(5)
(5) Civil liability. Any principal that violates
sub. (2) by failing to pay a commission due to an independent sales representative as required under
sub. (2) is liable to the independent sales representative for the amount of the commission due and for exemplary damages of not more than 200% of the amount of the commissions due. In addition, the principal shall pay to the independent sales representative, notwithstanding the limitations specified in
s. 799.25 or
814.04, all actual costs, including reasonable actual attorney fees, incurred by the independent sales representative in bringing an action, obtaining a judgment and collecting on a judgment under this subsection.
134.93 History
History: 1997 a. 71.
134.93 Annotation
"Person" in this section is subject to the definition in s. 990.01 (26), which includes not only natural persons, but also partnerships, associations, and bodies corporate and politic. Industry to Industry, Inc. v. Hillsman Modular Molding, Inc. 2002 WI 51,
252 Wis. 2d 544,
644 N.W.2d 236.
134.95
134.95
Violations against elderly or disabled persons. 134.95(1)(a)
(a) "Disabled person" means a person who has an impairment of a physical, mental or emotional nature that substantially limits at least one major life activity.
134.95(1)(b)
(b) "Elderly person" means a person who is at least 62 years of age.
134.95(1)(c)
(c) "Major life activity" means self-care, walking, seeing, hearing, speaking, breathing, learning, performing manual tasks or being able to be gainfully employed.
134.95(2)
(2) Supplemental forfeiture. If a fine or a forfeiture is imposed on a person for a violation under
s. 100.171,
100.173,
100.174,
100.175,
100.177,
134.71,
134.72,
134.73, or
134.87 or
ch. 136 or a rule promulgated under these sections or that chapter, the person shall be subject to a supplemental forfeiture not to exceed $10,000 for that violation if the conduct by the defendant, for which the fine or forfeiture was imposed, was perpetrated against an elderly person or disabled person and if any of the factors under
s. 100.264 (2) (a),
(b), or
(c) is present.
134.99
134.99
Parties to a violation. 134.99(1)
(1) Whoever is concerned in the commission of a violation of this chapter for which a forfeiture is imposed is a principal and may be charged with and convicted of the violation although he or she did not directly commit it and although the person who directly committed it has not been convicted of the violation.
134.99(2)
(2) A person is concerned in the commission of the violation if the person:
134.99(2)(c)
(c) Is a party to a conspiracy with another to commit it or advises, hires or counsels or otherwise procures another to commit it.
