Montana employee nda template

Montana Employee Non-Disclosure Agreement

This Montana Employee Non-Disclosure Agreement (this "Agreement") is made and entered into as of [Date], by and between [Employer's Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer's Address] ("Employer"), and [Employee's Full Legal Name], residing at [Employee's Address] ("Employee").

1. Definition of Confidential Information:

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, whether orally, in writing, electronically, or by any other means, that relates to Employer's business, including, but not limited to:

• Proprietary business and technical data (e.g., formulas, processes, designs).
• Operational strategies, customer and vendor lists, and pricing structures.
• Financial data, training materials, and marketing and business plans.
• Research data and any internal communications.
• Specifically, this includes Employer's [Specify industry-relevant examples, e.g., proprietary software code for a tech company, patient lists for a healthcare provider, geological survey data for a mining company].

Option B: "Confidential Information" includes all information considered confidential under Montana's Uniform Trade Secrets Act, as amended.

Option C: Any information provided by employer to the employee that gives the employer a competitive advantage.

2. Exclusions from Confidentiality:

Option A: This Agreement does not apply to information that:

• Is lawfully in the public domain through no fault of Employee.
• Is lawfully received by Employee from a third party without restriction.
• Was rightfully possessed by Employee prior to employment with Employer.
• Is required to be disclosed by law, regulation, or valid court order, provided Employee gives Employer prompt written notice of such required disclosure to allow Employer to seek a protective order or other appropriate remedy.

Option B: Any information considered public knowledge.

3. Permitted Use:

Option A: Employee shall use Confidential Information solely for the purpose of performing Employee's job duties for Employer's benefit. Employee shall not use Confidential Information for personal benefit, external business purposes, or the benefit of any third party.

Option B: Use of confidential information is restricted to tasks performed during the employee's normal working hours, and must be completed on employer provided devices or within employer buildings.

Employee shall not copy, distribute, or electronically transmit Confidential Information except as necessary to perform Employee's job duties. Employee shall comply with Employer's policies regarding remote work, cloud storage, and device security.

4. Duty of Care:

Option A: Employee shall exercise reasonable care to protect the confidentiality of Confidential Information, using organizational and technical safeguards required by Montana law and Employer's internal IT/data security policies.

• This includes, but is not limited to, physical document storage, password use, and digital data encryption.

Option B: Employee will use the highest degree of care to keep all sensitive information secure.

For healthcare industry employees, the employee will comply with HIPAA regulations.

5. Duration of Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall continue during Employee's employment with Employer and for [Number] years following the termination of that employment.

Option B: The obligations of confidentiality under this Agreement shall continue as long as the information remains confidential or qualifies as a trade secret under Montana’s Uniform Trade Secrets Act, whichever is longer.

6. Return of Materials:

Upon termination of employment, Employee shall immediately return to Employer all Confidential Information, including all materials, notes, or copies in any media. Alternatively, Employee shall, at Employer's option, certify in writing the destruction of all such items.

7. Notice of Breach:

Employee shall immediately notify Employer of any suspected loss, breach, or unauthorized use or disclosure of Confidential Information and shall fully cooperate with Employer in any investigation, containment, mitigation, or remediation efforts.

For financial industry employees, the employee will follow all applicable compliance regulations.

8. Legal Liabilities:

Option A: Breach of this Agreement may result in claims for damages, injunctive relief, forfeiture of benefits, and recovery of attorney's fees, all in accordance with Montana statutes. Injunctive relief is available without the need to prove irreparable harm.

Option B: Remedies for breach of this agreement are subject to Montana law.

9. Dispute Resolution:

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties may agree to mediation. If mediation fails, the dispute shall be resolved through binding arbitration or litigation in a Montana state court in [Name of Montana County] County. Montana law governs this Agreement.

Option B: This agreement is subject to Montana law.

10. Non-Retaliation:

Nothing in this Agreement prevents Employee from disclosing employer misconduct to governmental authorities as protected by Montana law.

11. No Waiver, No Implied Licenses:

Nothing in this Agreement grants Employee any ownership or other rights in Employer's Confidential Information. Failure to enforce any provision does not waive future enforcement.

12. Entire Agreement; Modification:

This Agreement constitutes the entire agreement regarding Confidential Information between the parties. Modifications must be in a written document signed by both parties.

13. Industry Compliance:

For employers in regulated Montana industries (e.g., insurance, healthcare, banking, oil/gas), Employee acknowledges compliance with all Montana and federal data privacy, industry-specific confidentiality, and licensing requirements.

14. At-Will Employment:

Employee acknowledges that employment is at-will and that this NDA does not guarantee continued employment or limit lawful future employment elsewhere, provided no Confidential Information is disclosed.

15. Prior Confidential Information:

Any confidential information shared prior to employment commencement is retroactively protected by this agreement.

16. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Notices:

All notices under this Agreement must be in writing and delivered by [specify method, e.g., certified mail, personal delivery] to the addresses listed above.

18. Survival:

This Agreement survives job title changes, promotions, or assignment of Employee within Employer and binds Employee's heirs, legal representatives, and assigns.

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

[Employer's Full Legal Name]

By: [Employer's Representative Name]

Title: [Employer's Representative Title]

[Employee's Full Legal Name]

Signature: ____________________________