Montana mutual nda template

Montana Mutual Non-Disclosure Agreement

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

• [Disclosing Party Full Legal Name], a [Entity Type, e.g., Montana Corporation] with its principal place of business at [Disclosing Party Business Address], and if applicable, its Montana registered agent at [Disclosing Party Registered Agent Name & Address] (the "Disclosing Party");

and

• [Receiving Party Full Legal Name], a [Entity Type, e.g., Montana LLC] with its principal place of business at [Receiving Party Business Address], and if applicable, its Montana registered agent at [Receiving Party Registered Agent Name & Address] (the "Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, relating to the Disclosing Party’s business, including, but not limited to: business plans; trade secrets as defined under MCA § 30-14-402; proprietary technology; algorithms; business processes; formulas; designs; customer/client/vendor data; employee or contractor data; business records; product development; research data; pricing; marketing plans; and any oral, written, visual, or electronic disclosures exchanged between parties during mutual collaboration, employment, or service engagements.

• Option A: Confidential Information includes all information disclosed regardless of whether it is marked as confidential.
• Option B: Confidential Information includes only information that is clearly marked as "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and summarized in writing within [Number] days.

2. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that the Receiving Party can demonstrate:

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by its written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by its written records.
• Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Is required to be disclosed pursuant to Montana law or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy (unless such notice is legally prohibited).

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of [Describe Purpose, e.g., evaluating a potential business transaction, performing services under a contract, employment relationship] (the "Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal advantage, independent gain, or competition outside the Purpose.

• Option A: The Purpose is limited to internal evaluation only.
• Option B: The Purpose includes the right to create derivative works, subject to the confidentiality obligations of this Agreement.

4. Obligations of Confidentiality

Each party agrees to protect the confidentiality of the other party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. This includes implementing physical, technical, and administrative safeguards consistent with industry standards and any specific Montana statutory requirements, with enhanced care for trade secret protection under Montana’s Uniform Trade Secrets Act.

• Option A: Reasonable care shall include, at a minimum, password protection for electronic files and locked storage for physical documents.
• Option B: Each party shall maintain a written security plan outlining the specific measures taken to protect Confidential Information.

5. Internal Access Controls

Access to the Confidential Information shall be limited to only those employees, officers, agents, or subcontractors of the Receiving Party who have a legitimate need to know the Confidential Information for the Purpose and who are bound by written confidentiality obligations to the Receiving Party at least as restrictive as those contained in this Agreement.

6. Prohibition on Reverse Engineering

The Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information that constitutes software, hardware, or other tangible objects.

7. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the duration of [Time Period, e.g., the project, employment]. The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years from the date of termination, except for trade secrets, which shall be protected perpetually as required under Montana law.

• Option A: The obligation to protect trade secrets shall expire after [Number] years.
• Option B: Upon termination, the Receiving Party's right to use the Confidential Information shall immediately cease.

8. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof, or, at the Disclosing Party's option, destroy all such Confidential Information and certify in writing to the Disclosing Party that it has been destroyed. This includes backups and electronic copies.

9. Notification of Breach

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any actual or potential breach of this Agreement or any unauthorized disclosure or use of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in investigating and remediating any such breach.

10. Remedies and Liabilities

The parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or equity. In the event of a breach, the Disclosing Party shall be entitled to recover its actual damages, including reasonable attorneys' fees and costs. In the event of willful and malicious misappropriation, the Disclosing Party may also be entitled to exemplary damages as provided under the Montana Uniform Trade Secrets Act. The parties waive the requirement to prove irreparable harm for injunctive relief under this agreement.

11. Representations and Warranties

Each party represents and warrants to the other that it has the full right, power, and authority to enter into and perform this Agreement and that its performance of this Agreement will not violate any other agreement to which it is a party. Each party warrants compliance with all applicable Montana statutes and regulations, including privacy and data protection obligations relevant to the parties’ industry and data type. Each party shall disclose any pre-existing third-party confidentiality restrictions.

12. Industry Regulations

If the parties operate in regulated sectors (e.g., healthcare, banking, or insurance) that affects the confidential information, they shall comply with the relevant specific Montana industry regulations.

13. Severability

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

14. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

15. Governing Law and Dispute Resolution

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 dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the parties shall attempt mediation or arbitration seated in [City, Montana]. If litigation is required, exclusive jurisdiction and venue shall be in the state or federal courts located in Montana.

16. Enforceability

This Agreement shall be enforced in Montana courts considering principles of reasonableness. Nothing in this NDA restricts rights under whistleblower protections or compliance with lawful orders.

17. 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 the Montana Uniform Electronic Transaction Act (MCA § 30-18-101 et seq.).

18. Record Keeping

Each party shall maintain adequate records of Confidential Information received and disclosed to support future enforcement or claims.

19. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or [Number] days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, or upon transmission by email with confirmation of receipt to the addresses set forth above.

20. Acknowledgement

Each party acknowledges that it has reviewed and understands the Montana-specific legal implications of this Agreement.

This Agreement is mutual, with all rights and obligations applying equally to both parties except as expressly stated otherwise. The scope may be adjusted according to actual business collaboration, employment, or service context to ensure practicality and enforceability under Montana law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

____________________________
[Disclosing Party Legal Name]

By: ____________________________
[Disclosing Party Authorized Signatory Printed Name]
[Disclosing Party Authorized Signatory Title]

Date: ____________________________

____________________________
[Receiving Party Legal Name]

By: ____________________________
[Receiving Party Authorized Signatory Printed Name]
[Receiving Party Authorized Signatory Title]

Date: ____________________________