Montana supplier nda template

Montana Supplier Non-Disclosure Agreement

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

• [Disclosing Party Full Legal Name], a [Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Business Address], hereinafter referred to as "Client,"
• and
• [Receiving Party Full Legal Name], a [Entity Type, e.g., LLC] with its principal place of business at [Receiving Party Business Address], hereinafter referred to as "Supplier."

WHEREAS, Client desires to engage Supplier for [Brief Description of Supplier’s Role, e.g., the provision of components] (the "Transaction"); and

WHEREAS, in connection with the Transaction, Client may disclose to Supplier certain Confidential Information (as defined below);

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

1. Definition of Confidential Information:

Confidential Information means any and all information disclosed by Client to Supplier, whether orally, in writing, electronically, or by any other means, including, but not limited to:

• Technical documentation, including designs, specifications, and drawings;
• Product formulations and compositions;
• Proprietary materials and ingredients;
• Pricing data, including costs, margins, and discounts;
• Quotations and proposals;
• Order histories and sales data;
• Supply chain information and vendor lists;
• Manufacturing techniques and processes;
• Packaging and labeling instructions;
• Production forecasts and inventory levels;
• Quality assurance processes and standards;
• Information exchanged in written, electronic, oral, sample, or visual formats;
• Software source code and object code.

2. Exclusions from Confidential Information:

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

• Is or becomes generally available to the public other than as a result of disclosure by Supplier in violation of this Agreement.
• Was known to Supplier prior to its disclosure by Client, as evidenced by Supplier's pre-existing records.
• Is independently developed by Supplier without use of or reference to Client's Confidential Information.
• Is lawfully obtained by Supplier from a third party who is not bound by any confidentiality obligation to Client.
• Is required to be disclosed by applicable Montana or federal law, regulation, or court order, provided that Supplier provides Client with prompt written notice of such requirement prior to disclosure and takes reasonable steps to minimize the extent of such disclosure.

3. Use and Disclosure Restrictions:

• Supplier agrees to use the Confidential Information solely for the purpose of [Specifically Define the Purpose, e.g., fulfilling purchase orders] in connection with the Transaction.
• Supplier shall not disclose the Confidential Information to any third party without the prior written consent of Client, except to those of its employees, agents, and subcontractors who have a need to know such information for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained herein.
• Supplier shall not reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition or underlying information of any Confidential Information without the prior written consent of Client.
• Supplier shall not use the Confidential Information for any commercial exploitation outside the scope of this Agreement.

4. Security and Access Requirements:

• Supplier shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:
  • Option A: Physical security measures such as restricted access to facilities and secure storage of documents.
  • Option B: Electronic security measures such as password protection, encryption, and firewalls.
  • Option C: Personnel security measures such as employee training and background checks.
• Supplier shall restrict access to the Confidential Information to those individuals who have a need to know such information for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained herein.
• Supplier shall comply with industry-appropriate standards of care in information protection.

5. Audit and Verification:

• Option A: Client shall have the right to audit Supplier's compliance with the terms of this Agreement upon reasonable notice.
• Option B: Supplier shall provide Client with regular reports on its compliance with the terms of this Agreement.
• [Specify frequency and method of audit or verification]

6. Term and Termination:

• This Agreement shall commence on the Effective Date and shall continue for a term of [Number] [Years/Months] from the Effective Date.
• The confidentiality obligations under this Agreement shall survive the termination of this Agreement for a period of [Number] [Years/Indefinitely] from the date of termination.
  • Note: For trade secrets, consider an indefinite survival period per Montana UTSA.

7. Return or Destruction of Confidential Information:

• Upon the termination of this Agreement or upon Client's written request, Supplier shall promptly return to Client all Confidential Information in its possession or control, including all copies and extracts thereof.
• Option A: Alternatively, upon Client's written request, Supplier shall destroy all Confidential Information in its possession or control and shall certify in writing to Client that such destruction has been completed.
• Option B: Supplier will permanently and irreversibly destroy all Confidential Information upon termination.
• This includes hard copies, prototypes, electronic files, and cloud-based records.

8. Breach Notification:

• Supplier shall immediately notify Client in writing upon becoming aware of any suspected or actual breach of this Agreement, loss of Confidential Information, or unauthorized access to Confidential Information.
• Supplier shall cooperate fully with Client in investigating any such breach and in taking steps to mitigate any damages.
• Supplier shall also notify any regulatory authorities as required by applicable law.

9. Remedies for Breach:

• Supplier acknowledges that any breach of this Agreement will cause irreparable harm to Client for which monetary damages may be inadequate.
• Client shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• In the event of a breach of this Agreement by Supplier, Supplier shall be liable to Client for all damages, including actual damages, consequential damages, and attorney's fees, as allowed under Montana Code Annotated (MCA).
• Option A: Liquidated damages in the amount of [Dollar Amount] per breach.
  • Note: Liquidated damages must be a reasonable estimate of actual damages.

10. Exceptions for Montana Public Records:

If Supplier is performing services for a Montana state agency, Supplier acknowledges that certain information may be subject to disclosure under Montana's public records laws. This Agreement shall not be construed to prevent Client from complying with its obligations under such laws. Client will make reasonable efforts to notify supplier before disclosure.

11. Representations and Warranties:

• Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.
• Supplier represents and warrants that it has the right to disclose the information it provides to Client without infringing the rights of any third party.

12. Governing Law and Jurisdiction:

• 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 courts located in [Specific County in Montana], Montana, or in the United States District Court for the District of Montana.

13. Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation before resorting to litigation.
  • The mediation will occur in [City, Montana] with a mutually agreed upon mediator.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Montana Uniform Arbitration Act.

14. Assignment:

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment or delegation without such consent shall be void.

15. Conflicts of Interest:

Supplier shall disclose to Client any conflicts of interest or affiliations that may be relevant to the Confidential Information.

16. Independent Contractor:

The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

17. Export Control:

If the Confidential Information includes technology or data that is subject to export control laws or regulations, Supplier shall comply with all such laws and regulations.

18. Further Assurances:

Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

19. Integration, Amendment, and Severability:

• 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.
• No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Execution in 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.
• Electronic signatures shall be valid and binding to the same extent as original signatures.

21. Notice:

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Client Contact Information:

• Name: [Client Contact Name]
• Title: [Client Contact Title]
• Email: [Client Contact Email]
• Phone: [Client Contact Phone Number]

Supplier Contact Information:

• Name: [Supplier Contact Name]
• Title: [Supplier Contact Title]
• Email: [Supplier Contact Email]
• Phone: [Supplier Contact Phone Number]

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 Signatory]

Title: [Title of Authorized Signatory]

[Receiving Party Full Legal Name]

By: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]