Montana partnership nda template

Montana Partnership Mutual Non-Disclosure Agreement

This Montana Partnership Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Party One Full Legal Name], residing at [Party One Address], and acting in the role of [Party One Role in Partnership, e.g., General Partner] ("Disclosing Party").

[Party Two Full Legal Name], residing at [Party Two Address], and acting in the role of [Party Two Role in Partnership, e.g., Limited Partner] ("Receiving Party").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by either party to the other, whether orally, in writing, electronically, or by any other means, that relates to the Montana partnership, including but not limited to: partnership financials, business plans, marketing strategies, operational data, customer/supplier/vendor lists, proprietary processes, technology, intellectual property, partnership agreements, internal communications, and any documents or materials specifically pertaining to the Montana partnership and joint operations.

Option B: "Confidential Information" shall include any information designated as confidential by the Disclosing Party at the time of disclosure or which, by its nature, would reasonably be considered confidential. Such information may include, but is not limited to, the Disclosing Party’s financial information, customer lists, trade secrets, and business plans relating to the Montana partnership.

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party (excluding cases of wrongful publication).
• Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
• Is required to be disclosed by Montana state law, federal law, valid court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Confidential Information shall not include information that the Receiving Party can demonstrate:

• Was generally available to the public at the time of disclosure, or became generally available after disclosure through no action or omission of the Receiving Party.
• Was rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

3. Permitted Use

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling defined partnership objectives, collaborative projects, due diligence, service agreements, or employment obligations explicitly stated in this Agreement and shall not use the Confidential Information for any personal, competitive, or unrelated business activities.

Option B: The Receiving Party may only use the Confidential Information for the limited purpose of evaluating and participating in the Montana partnership and its associated activities. Any other use, including but not limited to competitive use, is strictly prohibited.

4. Obligation to Maintain Confidentiality

Option A: The Receiving Party shall maintain the confidentiality of the Confidential Information using commercially reasonable and industry-standard safeguards specific to the size, scope, and sensitivity of the Montana partnership’s operations, including password protection, access restriction, secure storage (both electronic and physical), limitation on copying/distribution, and oversight of agents or employees who might access such information.

Option B: The Receiving Party agrees to protect the Confidential Information with 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.

5. Third-Party Access

Option A: The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except that the Receiving Party may disclose Confidential Information to its employees, consultants, and agents who have a need to know such information for the Permitted Use, provided that such individuals are bound by written confidentiality agreements containing terms no less restrictive than those contained in this Agreement. All third-party or contractor access to execute equivalent Montana-compliant non-disclosure provisions.

Option B: If the Receiving Party intends to disclose Confidential Information to any third party (including consultants, contractors, or advisors), the Receiving Party must first obtain written consent from the Disclosing Party and ensure that such third party enters into a written agreement with confidentiality obligations at least as protective as those contained in this Agreement.

6. Confidentiality Period

Option A: The obligations of confidentiality under this Agreement shall continue throughout the partnership relationship and for a period of [Number] years following the termination of the partnership, except for trade secrets as recognized by the Montana Uniform Trade Secrets Act, Mont. Code Ann. § 30-14-401 et seq., which shall be protected perpetually.

Option B: This Agreement shall remain in full force and effect for a term of [Number] years from the Effective Date. The obligation to protect trade secrets shall continue indefinitely.

7. Return or Destruction of Confidential Information

Option A: Upon the termination of the partnership, upon completion of the specific project, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or certify the destruction of all Confidential Information (including electronic records and all derivatives) in its possession or control, and shall provide written confirmation or an affidavit of destruction in Montana-acceptable form.

Option B: Within [Number] days after the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party’s option, either return to the Disclosing Party all Confidential Information in its possession or control or destroy all such Confidential Information and certify such destruction to the Disclosing Party in writing.

8. Notification of Unauthorized Disclosure

Option A: The Receiving Party shall immediately notify the Disclosing Party if it becomes aware of any actual or suspected unauthorized disclosure, loss, or breach of Confidential Information and shall fully cooperate with the Disclosing Party in any investigation and reasonable remedial actions as required under Montana law.

Option B: In the event that the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable steps to prevent further unauthorized use or disclosure.

9. Breach Consequences

Option A: The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to all available remedies, including but not limited to actual and consequential damages, recovery of legal fees per prevailing party standards as permitted by Montana courts, and equitable relief such as temporary restraining orders or permanent injunctions in Montana courts without requirement to prove irreparable harm or post bond as allowed by state practice, and specific penalties or liquidated damages if applicable and enforceable under Montana contract law.

Option B: The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

10. Governing Law and Jurisdiction

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. All matters and disputes related to the NDA will be governed, interpreted, and enforced in accordance with the laws of the State of Montana (referencing the Montana Code Annotated). 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], Montana.

Option B: The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Montana. The parties further agree that 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 Montana.

11. Alternative Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, then mediation, then arbitration, tailored to Montana practices (such as selection of local ADR providers), before resorting to litigation. The parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiations fail, the parties will submit the dispute to non-binding mediation in [City Name], Montana. If mediation fails, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek immediate injunctive relief in local courts for serious breaches.

Option B: The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to mediation in accordance with the rules of the American Arbitration Association. The mediation shall take place in [City Name], Montana.

12. Severability

Option A: 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.

Option B: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. Amendment, Waiver, and Notice

Option A: This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier to the addresses set forth above.

Option B: Any modification or amendment to this Agreement must be in writing and signed by both parties. The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

14. Employees, Consultants, and Agents

Option A: Each party shall ensure that all of its employees, consultants, and agents who have access to the Confidential Information are bound by written confidentiality agreements containing terms no less restrictive than those contained in this Agreement.

Option B: The Receiving Party shall be responsible for ensuring that its employees, agents, and contractors comply with the terms of this Agreement.

15. Partnership Changes

Option A: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of a joint venture, merger, or change in partnership structure, the confidentiality obligations under this Agreement shall continue in full force and effect.

Option B: The obligations under this agreement continue even with a joint venture, merger or changes in partnership structure.

16. No License Granted

Option A: Nothing in this Agreement shall be construed as granting to the Receiving Party any license or other right to use the Confidential Information, except as expressly permitted herein.

Option B: This Agreement does not grant the Receiving Party any right, title, or interest in or to the Confidential Information.

17. Public Records Requests

Option A: In the event that the Receiving Party receives a request for disclosure of Confidential Information pursuant to Montana’s public records laws or other government regulations, the Receiving Party shall promptly notify the Disclosing Party and shall cooperate with the Disclosing Party in seeking to prevent such disclosure to the extent permitted by law.

Option B: If the receiving party receives a request to disclose the confidential information through a public records request the receiving party will notify the disclosing party to allow the disclosing party to take action.

18. Data Protection

Option A: The Receiving Party acknowledges its obligations under Montana’s data protection requirements, particularly with respect to personal information and security breach notification requirements defined by Mont. Code Ann. § 30-14-1701 et seq.

Option B: The receiving party will follow all Montana data protection requirements.

19. Partnership-Specific Provisions

Option A: The parties acknowledge that this is a mutual NDA and that Confidential Information may be shared between partners. Each partner shall be responsible for maintaining the confidentiality of the Confidential Information and shall be equally responsible for any breach of this Agreement.

Option B: Each partner is equally responsible for keeping the data confidential.

20. Fiduciary Duties

Option A: This Agreement does not override any fiduciary duties owed by the parties under the Montana Uniform Partnership Act but supplements confidentiality as agreed.

Option B: This agreement adds to, but does not take away from, any existing fiduciary duties under Montana Law.

21. Contract Interpretation

Option A: This Agreement shall be interpreted in accordance with Montana’s contract interpretation rules, including the implied covenant of good faith and fair dealing. 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.

Option B: This agreement shall be read with good faith and fair dealing.

22. No Implied Waiver

Option A: No failure or delay by a party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. A party’s rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

Option B: Not using a right right away doesn't mean you are waiving that right.

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

[Party One Full Legal Name]

By: [Party One Signature Block]

Name: [Party One Printed Name]

Title: [Party One Title]

[Party Two Full Legal Name]

By: [Party Two Signature Block]

Name: [Party Two Printed Name]

Title: [Party Two Title]