Montana investor nda template

Montana Investor Non-Disclosure Agreement

This Montana Investor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Disclosing Party Address], and if applicable, whose principal officer is [Principal Officer Name] ("Disclosing Party");

and

• [Investor Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Investor Address], and if applicable, whose principal officer is [Principal Officer Name] ("Investor").

WHEREAS, Disclosing Party possesses certain confidential information related to its business and operations in Montana; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Investor for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment, due diligence, preliminary discussions]; and

WHEREAS, Investor desires to receive such confidential information solely for the Purpose, and to protect the confidentiality thereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, visually, or by any other means, including but not limited to:

• Business plans
• Financing decks
• Capitalization tables
• Proprietary algorithms or technologies
• Financial statements
• Projections
• Business contracts
• Customer/supplier/vendor identities and contacts
• Negotiation terms
• Legal or regulatory documents
• Valuation information
• Data or material shared via access portals

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Option A: Is or becomes publicly available other than as a result of a disclosure by Investor or its representatives in violation of this Agreement.
• Option B: Was already known to Investor prior to its disclosure by Disclosing Party, as evidenced by Investor's written records.
• Option C: Is rightfully received by Investor from a third party who is not bound by any confidentiality obligation to Disclosing Party.
• Option D: Is independently developed by Investor without use of or reference to the Confidential Information.
• Option E: Is required to be disclosed by law, regulation, court order, or valid subpoena, provided that Investor shall, to the extent legally permissible, provide Disclosing Party with prompt written notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy.

Use of Confidential Information

Investor shall use the Confidential Information solely for the Purpose stated above, and shall not use the Confidential Information for any other purpose, including, but not limited to:

• Option A: Competitive purposes
• Option B: Reverse engineering
• Option C: Creation of derivative works
• Option D: Direct or indirect advantage in other ventures within Montana or elsewhere

Disclosure to Representatives

Investor may disclose the Confidential Information only to its representatives (e.g., employees, attorneys, accountants, advisors) who have a need to know such information for the Purpose, and who are bound by written confidentiality obligations at least as protective as those contained in this Agreement.

• Option A: Investor shall provide Disclosing Party with a list of all such representatives prior to disclosing any Confidential Information to them.
• Option B: Investor shall be responsible for any breach of this Agreement by its representatives.

Protection of Confidential Information

Investor shall protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care and commercially reasonable measures as recognized under Montana law. This includes, but is not limited to:

• Document security
• Digital data storage and encryption
• Restricted access
• Email and network security

Montana Uniform Trade Secrets Act (MUTSA)

The parties acknowledge that the Confidential Information may include trade secrets as defined under the Montana Uniform Trade Secrets Act (Mont. Code Ann. §§ 30-14-401 et seq.). This Agreement shall protect such trade secrets to the fullest extent permitted by Montana law.

Term

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• Option A: During the term of evaluation/investment discussions and for a period of [Number] years thereafter.
• Option B: Indefinitely, with respect to any information that constitutes a trade secret under Montana law.

Return or Destruction of Confidential Information

Upon the earlier of (a) Disclosing Party's written request or (b) termination of discussions related to the Purpose, Investor shall promptly:

• Option A: Return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies thereof.
• Option B: Destroy all tangible embodiments of the Confidential Information, including all copies thereof, and certify in writing to Disclosing Party that such destruction has occurred.

Notification of Unauthorized Disclosure

Investor shall immediately notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information, or any other breach of this Agreement, and shall cooperate fully with Disclosing Party in any investigation or remedial action.

Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to:

• Option A: Injunctive relief
• Option B: Actual and consequential damages
• Option C: Liquidated damages in the amount of [Dollar Amount], if such disclosure was intentional or grossly negligent (to the extent permitted by Montana law).

Governing Law and Venue

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, unless both parties mutually agree to binding arbitration in accordance with Montana arbitration statutes.

Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve such dispute through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties shall then attempt to resolve the dispute through mediation in [City, Montana], using a mediator mutually agreed upon by the parties. If the dispute cannot be resolved through mediation, either party may pursue legal action in accordance with the Governing Law and Venue section above.

Data Protection

Investor shall comply with all applicable data protection laws and regulations, including the Montana Consumer Data Privacy Act (if applicable), with respect to any personal information included in the Confidential Information.

No Obligation to Invest

This Agreement does not obligate Investor to make any investment in Disclosing Party, nor does it represent the accuracy of any disclosed information. Investor is free to invest in similar or competing businesses, subject to the obligations outlined herein.

Third Party Advisors

Confidential Information may be shared with the following third-party advisors: [List of Advisors]. Each advisor must agree to confidentiality terms as protective as this NDA.

Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement in accordance with Montana contract law (Mont. Code Ann. § 28-2-101 et seq.).

Amendment

This Agreement may not be amended or modified except by a written instrument signed by both parties.

Severability

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

Intellectual Property

Disclosing Party retains all intellectual property and ownership rights in the Confidential Information. No license or transfer of rights is granted by this disclosure. Reverse engineering or decompilation is strictly prohibited.

Electronic Signatures

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. Electronic signatures shall be accepted in accordance with Montana’s Uniform Electronic Transactions Act.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Investor Name]

By: [Name]

Title: [Title]