Montana nda template

Montana Non-Disclosure Agreement

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

• [Disclosing Party Name], residing at [Disclosing Party Address] ("Disclosing Party")
• [Receiving Party Name], residing at [Receiving Party Address] ("Receiving Party")

WHEREAS, the Disclosing Party possesses certain confidential information; and

WHEREAS, the Disclosing Party desires to disclose such confidential information to the Receiving Party for [Purpose of Disclosure]; and

WHEREAS, the Receiving Party is willing to receive such confidential information and to hold it in confidence;

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

1. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Option B: "Confidential Information" includes, but is not limited to: [Specific examples of confidential information, e.g., trade secrets, financial information, customer lists].
• The following information is not considered Confidential Information:
  • Information that is or becomes publicly available through no fault of the Receiving Party.
  • Information that was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.
  • Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  • Information that is lawfully disclosed to the Receiving Party by a third party who is not bound by a confidentiality obligation to the Disclosing Party.
  • Information required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement (if legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

2. Nature of Agreement

• Option A: Unilateral – Only the Disclosing Party is disclosing confidential information.
• Option B: Mutual – Both parties may disclose confidential information to each other. The terms of this Agreement apply equally to both parties in their roles as Disclosing Party and Receiving Party.

3. Permitted Use

• The Receiving Party may use the Confidential Information solely for the Purpose of Disclosure as defined above.
• The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, commercial exploitation or competitive advantage.

4. Obligations of Receiving Party

• The Receiving Party shall protect the Confidential Information with 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.
• The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know the information for the Purpose of Disclosure and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• The Receiving Party shall not copy, reproduce, or otherwise duplicate the Confidential Information without the prior written consent of the Disclosing Party.
• Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, and shall certify in writing that it has done so.

5. Permitted Disclosures

• The Receiving Party may disclose the Confidential Information to its employees, affiliates, agents, or contractors who need to know the information for the Purpose of Disclosure, provided that such persons are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Mandatory Disclosure: If the Receiving Party is required by law or court order to disclose the Confidential Information, the Receiving Party shall:
  • Option A: Promptly notify the Disclosing Party of the required disclosure, if legally permissible.
  • Option B: Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

6. Term and Termination

• This Agreement shall become effective as of the Effective Date and shall continue in effect for a term of [Number] years.
• The obligation to protect Confidential Information shall survive termination of this Agreement and shall continue for a period of [Number] years from the date of disclosure, or indefinitely for information constituting a trade secret under Montana law.

7. Remedies for Breach

• The Disclosing Party shall be entitled to seek injunctive relief to prevent or stop any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• The Disclosing Party shall be entitled to recover monetary damages for any breach of this Agreement, including reasonable attorneys' fees and costs.
• Option A: Injunctive relief shall be the exclusive remedy for breach of this Agreement.
• Option B: The remedies provided in this Agreement are cumulative and are in addition to any other remedies available at law or in equity.

8. 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. The parties hereby consent to the personal jurisdiction and venue of such courts. Note that Montana courts may scrutinize and refuse to enforce overbroad NDA terms, particularly those that unfairly restrict employment mobility or public access to information.

9. Exclusions

• Nothing in this Agreement shall be construed to prevent the Receiving Party from reporting suspected violations of law to appropriate governmental authorities.
• The Receiving Party is permitted to disclose Confidential Information as required by law, including but not limited to compliance with the Montana Whistleblower Protection Act.

10. Non-Solicitation/Non-Circumvention (Optional Clause - Review Carefully for Montana Compliance)

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years following its termination, the Receiving Party shall not, directly or indirectly, solicit or attempt to solicit any employees or customers of the Disclosing Party within [Geographic Area]. Note that Montana law heavily restricts non-solicitation agreements.
• Option B: Non-Circumvention: The Receiving Party agrees not to circumvent the Disclosing Party's business relationships or directly engage with the Disclosing Party’s clients or partners gained through the Confidential Information. This restriction applies for [Number] years within [Geographic Area]. Note that Montana law heavily restricts non-circumvention agreements.
• Option C: Remove this entire clause.

11. Return of Materials

• Upon the termination of this Agreement, or at any time upon the Disclosing Party's written request, 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. If return is not feasible, the Receiving Party shall certify in writing that such materials have been securely destroyed.

12. General Provisions

• Entire Agreement: 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.
• Amendment: This Agreement may be amended only by a writing signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Severability: 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.
• Assignment: This Agreement may not be assigned by the Receiving Party without the prior written consent of the Disclosing Party.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Montana Law Specifics: The parties acknowledge that Montana law regarding at-will employment and restrictions on trade may impact the enforceability of certain provisions of this Agreement. Any non-compete or non-solicitation provisions shall be narrowly construed to be reasonable in scope, duration, and geographic area, and only to the extent necessary to protect the Disclosing Party's legitimate business interests.

13. Additional Clauses (Optional)

• Option A: Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, registered or certified, postage prepaid, addressed to the other party at the address set forth above. Email notice is acceptable, provided receipt is acknowledged by the recipient.
• Option B: Counterparts and 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. Facsimile or electronic signatures shall be deemed equivalent to original signatures.

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

____________________________
[Disclosing Party Name]
[Disclosing Party Title]
Date: [Date]

____________________________
[Receiving Party Name]
[Receiving Party Title]
Date: [Date]