Montana independent contractor nda template

Montana Independent Contractor Non-Disclosure Agreement

This Montana Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between [Disclosing Party Full Legal Name], a [Disclosing Party Business Entity Type, e.g., Montana Corporation] with its principal place of business at [Disclosing Party Mailing Address] (“Disclosing Party”), and [Receiving Party Full Legal Name], an independent contractor residing at [Receiving Party Mailing Address] (“Receiving Party”).

1. Independent Contractor Relationship

• Option A: The parties acknowledge and agree that Receiving Party is an independent contractor and not an employee of Disclosing Party. This Agreement does not create an employer-employee relationship under Montana law.
• Option B: Receiving Party will not be entitled to any employment benefits, including but not limited to health insurance, retirement plans, or paid time off. Disclosing Party will not withhold any taxes from payments made to Receiving Party, and Receiving Party will be solely responsible for all applicable taxes and compliance with all applicable laws and regulations in Montana.

2. Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that is not generally known to the public and that relates to Disclosing Party’s business, including but not limited to business plans, pricing structures, trade secrets (as defined in Montana’s Uniform Trade Secrets Act, MCA 30-14-401 et seq.), customer and vendor information, proprietary processes, intellectual property (including inventions, software, and documentation), marketing data, and any other non-public business or technical information.
• Option B: Confidential Information also includes information created by Receiving Party that contains, reflects, or is derived from the Disclosing Party's Confidential Information.
• Option C: [Specific items to be included as Confidential Information]

3. Exclusions from Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes publicly known through no fault of Receiving Party;
  • was known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s prior written records;
  • is rightfully received by Receiving Party from a third party without any obligation of confidentiality;
  • is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Option B: If Receiving Party is required to disclose Confidential Information pursuant to any applicable law, regulation, court order, or valid government demand, Receiving Party shall provide Disclosing Party with prompt written notice of such requirement, to the extent permitted by Montana law, so that Disclosing Party may seek a protective order or other appropriate remedy.

4. Permitted Use

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing the services as described in the Independent Contractor Agreement between the parties dated [Date of Independent Contractor Agreement].
• Option B: Receiving Party shall not use the Confidential Information for any other purpose, or for its own benefit or the benefit of any third party, without the express written consent of Disclosing Party.

5. Safeguards

• Option A: Receiving Party shall take all commercially reasonable and industry-appropriate measures to protect the confidentiality of the Confidential Information, including but not limited to implementing physical, administrative, and technical safeguards that are designed to prevent unauthorized access, use, or disclosure.
• Option B: These measures shall include, but are not limited to, password protection, secure storage of Confidential Information, and limiting access to Confidential Information to those employees or subcontractors of Receiving Party who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations at least as protective as those contained herein.

6. Subcontracting

• Option A: Receiving Party shall not disclose Confidential Information to any subcontractors, agents, or employees without the prior written consent of Disclosing Party.
• Option B: If such disclosure is permitted, Receiving Party shall ensure that such subcontractors, agents, or employees are bound by written confidentiality agreements with obligations at least as protective as those contained in this Agreement.

7. Term and Termination

• Option A: This Agreement shall commence on the date first written above and shall continue in effect for the duration of the Independent Contractor Agreement and for a period of [Number] years after the termination or completion of that agreement.
• Option B: Notwithstanding the foregoing, the obligations regarding trade secrets under Montana’s Uniform Trade Secrets Act (MCA 30-14-401 et seq.) shall continue for as long as the information remains a trade secret under Montana law.
• Option C: Upon termination of the Independent Contractor Agreement, or upon written demand by Disclosing Party, Receiving Party shall promptly cease all use of the Confidential Information and shall either return to Disclosing Party all Confidential Information, including all copies and extracts thereof, or, at Disclosing Party’s option, destroy all such Confidential Information and certify such destruction in writing to Disclosing Party.

8. Notice of Breach

• Option A: Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any actual or suspected breach of this Agreement, or any unauthorized disclosure or use of the Confidential Information.
• Option B: Receiving Party shall fully cooperate with Disclosing Party in investigating any such breach and in mitigating any damages resulting therefrom.

9. Remedies

• Option A: Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity under Montana law.
• Option B: In the event of a breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
• Option C: Liquidated damages, if included, are not intended as a penalty, and are enforceable under Montana law.

10. Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.

11. Governing Law and Venue

• Option A: 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, referencing relevant Montana statutes, including MCA 30-14-401 et seq.
• Option B: 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.

12. Severability

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

13. Entire Agreement

• Option A: 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, between the parties with respect to such subject matter.

14. No Rights Granted

• Option A: Nothing in this Agreement shall be construed as granting Receiving Party any right, title, license, or interest in or to the Disclosing Party’s intellectual property or Confidential Information, except for the limited right to use the Confidential Information as expressly permitted herein.

15. Whistleblower Protection

• Option A: Nothing in this Agreement shall limit either party’s rights and obligations under Montana’s whistleblower protections and lawful reporting requirements.

16. Record Retention and Privacy Obligations

• Option A: [Include if the confidential information involves personal or consumer data] Receiving Party shall comply with all applicable Montana laws and regulations regarding the retention and privacy of personal or consumer data.

17. Industry Regulations

• Option A: [Include if applicable] Receiving Party acknowledges that the Confidential Information may be subject to industry-specific regulations (e.g., health, financial, or educational data) and agrees to comply with all such applicable Montana statutes or administrative rules.

18. Authority

• Option A: Each party represents and warrants that it has the power and authority to enter into and perform this Agreement. Receiving Party represents and warrants that it is able to lawfully perform services in Montana as an independent entity.

19. Signatures

• Option A: 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.

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

[Disclosing Party Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Date: [Date]

[Receiving Party Full Legal Name]

By: [Receiving Party Printed Name]

Title: Independent Contractor

Date: [Date]