Montana consultant nda template

Montana Consultant Non-Disclosure Agreement

This Montana Consultant Non-Disclosure Agreement ("Agreement") is made and effective as of [Date] by and between:

• [Client Full Legal Name], a [Client Entity Type] with its principal place of business at [Client Mailing Address], hereinafter referred to as "Client,"
  • Email: [Client Email]
  • Phone: [Client Phone]

and

• [Consultant Full Legal Name], a [Consultant Entity Type] with its principal place of business at [Consultant Mailing Address], hereinafter referred to as "Consultant."
  • Email: [Consultant Email]
  • Phone: [Consultant Phone]

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means any and all information disclosed by Client to Consultant or accessed by Consultant in connection with the consulting services provided to Client, whether disclosed orally, visually, in writing, electronically, or in any other form, and whether or not marked as confidential. Confidential Information includes, but is not limited to:

• Business plans, strategies, and projections.
• Proprietary data, databases, and algorithms.
• Inventions, discoveries, and improvements (whether patentable or not).
• Process documents, manuals, and know-how.
• Internal policies, procedures, and training materials.
• Financial data, including revenues, expenses, profits, and losses.
• Marketing strategies, campaigns, and customer analytics.
• Client lists, lead lists, and customer information.
• Supplier and vendor information, including pricing and terms.
• Pricing strategies, cost structures, and profit margins.
• Deliverables and work product created under the consulting engagement.
• Any oral, written, digital, or physical information shared or accessed in the course of performing consulting services for the Client, whether marked as confidential or reasonably understood to be.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly known through no fault of Consultant.
• Is rightfully received by Consultant from a third party without any duty of confidentiality.
• Was already in Consultant’s possession prior to its disclosure by Client, as evidenced by Consultant’s written records.
• Is required to be disclosed by law, regulation, or valid court order, provided that Consultant gives Client prompt advance written notice of such requirement and cooperates with Client, at Client’s expense, in seeking a protective order or other appropriate remedy.

3. Use of Confidential Information

Consultant agrees to use the Confidential Information solely for the purpose of performing the consulting services pursuant to the specific client engagement and for no other purpose. Consultant shall not use the Confidential Information for personal gain, for the benefit of any third party, or for any unauthorized business activity.

4. Duty of Care

Consultant shall exercise the same degree of care that Consultant uses to protect its own confidential information of a similar nature, but no less than commercially reasonable care, to protect the Confidential Information from unauthorized access, disclosure, duplication, or misuse. This includes, but is not limited to, utilizing secure storage methods, password protection, and secure data transmission safeguards. Consultant acknowledges its obligations under Montana's data protection laws and regulations and will comply with them in handling Client's Confidential Information.

5. Disclosure to Employees/Subcontractors

• Option A: Consultant shall not disclose the Confidential Information to any employees, agents, or subcontractors without Client's prior written consent.
• Option B: Consultant may disclose the Confidential Information to its employees, agents, or subcontractors who have a need to know the information in order to perform the consulting services, provided that such individuals are bound by written confidentiality agreements with terms at least as protective as those contained in this Agreement. Consultant shall be responsible for any breach of this Agreement by its employees, agents, or subcontractors.

6. Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall survive for a period of [Number] years after the termination or completion of the consulting services.
• Option B: With respect to information constituting a trade secret under the Montana Uniform Trade Secrets Act (MUTSA), the obligations of confidentiality under this Agreement shall continue perpetually. For all other Confidential Information, the obligations of confidentiality shall survive for a period of [Number] years after the termination or completion of the consulting services.
• Option C: The obligations of confidentiality under this agreement apply in perpetuity for all information.

Oral information disclosed shall be deemed confidential for a period of [Number] days following disclosure unless summarized in writing by the disclosing party within this period, in which case written disclosure rules apply.

7. Return or Destruction of Confidential Information

Upon the earlier of (i) termination or completion of the consulting services, or (ii) written request from Client, Consultant shall promptly return to Client or securely destroy all Confidential Information, including all physical documents, electronic files, notes, and backups, in its possession or control. Consultant shall certify in writing to Client that it has complied with this section.

8. Notification of Breach

Consultant shall immediately notify Client of any suspected or actual unauthorized access, breach, misappropriation, or loss of Confidential Information and shall cooperate fully with Client in mitigating the effects of such event, investigating the incident, and recovering the Confidential Information, in accordance with Montana breach notification requirements and Client’s IT & data incident response protocols.

9. Remedies for Breach

In the event of a breach or threatened breach of this Agreement by Consultant, Client shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity. Consultant acknowledges that monetary damages alone would be an inadequate remedy for a breach of this Agreement, particularly with respect to trade secret misappropriation. Client shall also be entitled to recover its reasonable attorney fees and costs incurred in enforcing this Agreement, as permitted under Montana contract enforcement law.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Montana, and each party irrevocably submits to the jurisdiction of such courts.

11. Non-Compete and Non-Solicitation

• Option A: (No Non-Compete/Non-Solicitation) The parties agree that there is no non-compete or non-solicitation agreement, express or implied, related to this contract.
• Option B: (Non-Compete/Non-Solicitation) Consultant agrees that during the term of this agreement and for a period of [Number] months following the termination of this Agreement, Consultant shall not, directly or indirectly, engage in any business that competes with the business of Client within a [Number] mile radius of [City, Montana]. Consultant further agrees not to solicit, hire, or attempt to solicit or hire any employee, client, or customer of Client during this period. The scope, duration and geographic area of this non-compete/non-solicitation clause are intended to be reasonable and fully compliant with Montana public policy and limitations on restraint of trade.

12. Non-Waiver, Severability, and Integration

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

13. Amendment or Waiver

This Agreement may be amended or waived only by a written instrument signed by both parties.

14. Assignment

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned by Client to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. Consultant may not assign this agreement.

Any assignment in violation of this section shall be void.

15. Electronic Signatures and Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be considered valid and binding to the same extent as original signatures under Montana's Uniform Electronic Transactions Act.

16. Industry-Specific Requirements (If Applicable)

Consultant acknowledges that Client is subject to various federal and state industry-specific confidentiality requirements, including but not limited to [List Applicable Regulations, e.g., HIPAA, GLBA]. Consultant agrees to comply with all such requirements in connection with the consulting services provided to Client.

17. No Employment Relationship

This Agreement does not create an employment relationship between Client and Consultant. Consultant is an independent contractor.

18. Inventions and Work Product

Any inventions or work product developed by Consultant using Client’s Confidential Information shall be governed by a separate Intellectual Property Assignment Agreement or Work-For-Hire Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Full Legal Name]

By: [Client Signature Block]

Name: [Client Printed Name]

Title: [Client Title]

[Consultant Full Legal Name]

By: [Consultant Signature Block]

Name: [Consultant Printed Name]

Title: [Consultant Title]