1. Purpose
The Parties wish to explore a potential business relationship or transaction involving [[Purpose of Disclosure, e.g., evaluation of a proposed joint venture, software licensing, manufacturing partnership, or employment discussion]] (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by Disclosing Party to Receiving Party, directly or indirectly, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure.
Confidential Information includes, but is not limited to:
- Business plans, strategies, financial data, pricing, costs, and projections
- Customer and supplier lists, contact information, and terms of relationships
- Technical information, trade secrets, know-how, inventions, processes, formulas, algorithms, source code, designs, and specifications
- Marketing plans, product development roadmaps, and research data
- Personnel information and internal policies
- Any other information that is not generally known to the public or competitors
3. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault or action of Receiving Party;
(b) Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party, as evidenced by written records;
(c) Is rightfully received by Receiving Party from a third party without restriction and without breach of any obligation;
(d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records; or
(e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order.
4. Obligations of Receiving Party
Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it, using at least the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than reasonable care;
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose;
- Limit access to Confidential Information to its employees, contractors, and advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement;
- Not disclose any Confidential Information to any third party without the prior written consent of Disclosing Party;
- Promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate in remedying the breach.
5. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, or until the earlier termination of discussions between the Parties.
The obligations of confidentiality and non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]], or for so long as the information remains a trade secret under applicable law, whichever is longer.
6. Return or Destruction of Materials
Upon written request by Disclosing Party, or upon termination of discussions, Receiving Party shall promptly return or, at Disclosing Party's option, securely destroy all Confidential Information in its possession, including all copies, notes, and derivatives, and certify such return or destruction in writing within [[e.g., fifteen (15)]] days.
Receiving Party may retain one (1) copy of Confidential Information solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
7. No License or Warranty
Nothing in this Agreement is intended to grant any rights to Receiving Party under any patent, copyright, trademark, or other intellectual property right of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information. All Confidential Information is provided "AS IS."
8. Mutual or One-Way Structure
[[This is a one-way agreement: only Disclosing Party is disclosing Confidential Information. OR This is a mutual agreement and the obligations herein apply equally to both Parties with respect to Confidential Information disclosed by either Party.]]
9. Remedies
Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or stop any breach, in addition to any other remedies available at law or in equity.
10. Return of Materials and Certification
In addition to Section 6, upon request, Receiving Party shall provide written certification signed by an authorized officer confirming that all Confidential Information has been returned or destroyed as required.
11. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any further agreement or transaction. Either Party may terminate discussions at any time without liability, except for obligations under this Agreement.
12. Assignment
Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Disclosing Party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this section shall be void.
13. 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 arising out of this Agreement shall be brought exclusively in the state or federal courts located in [[County Name]] County, Montana.
14. Attorney Fees
In any action to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the other Party.
15. Notices
All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt), overnight courier, or email with read receipt to the addresses first set forth above or to such other address as a Party may designate in writing. Notices shall be effective upon receipt or, if sent by email, upon confirmed delivery.
16. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations. No amendment or waiver shall be effective unless in writing and signed by both Parties.
17. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.
18. Waiver
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that or any other right. Any waiver must be in writing to be effective.
19. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the extent permitted by Montana law (MCA § 30-18-101 et seq.).
20. Relationship of Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other.
21. Headings and Construction
The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.
The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
22. Specific Categories of Confidential Information
Without limiting the generality of Section 2, the following categories are expressly included as Confidential Information when disclosed:
1. Technical Data: Source code, object code, algorithms, data structures, protocols, APIs, technical specifications, test results, and engineering notebooks.
- Business Operations: Supply chain information, manufacturing processes, quality control procedures, vendor pricing and terms, and internal financial models.
- Customer and Market Data: Customer identities, purchasing history, preferences, contact details, contract terms, and market research studies.
- Intellectual Property Strategy: Patent applications (unpublished), trade secret identification, licensing strategies, and enforcement plans.
- Personnel and Organizational: Organizational charts, compensation structures (aggregate), key employee information, and succession plans, to the extent not publicly disclosed.
23. Third-Party Information
Receiving Party acknowledges that Disclosing Party may have received certain information from third parties subject to confidentiality obligations. Receiving Party agrees to comply with any such third-party restrictions of which it is notified and to treat such information as Confidential Information.
24. Residuals Clause (Optional)
Notwithstanding the foregoing, Receiving Party may use for any purpose the residual knowledge and skills gained from exposure to Confidential Information, provided that Receiving Party does not disclose or use any specific Confidential Information in doing so. This clause does not grant a license under any patent or copyright.
25. Press Releases and Public Announcements
Neither Party shall issue any press release or public announcement regarding this Agreement or the Purpose without the prior written approval of the other Party, except as required by law or stock exchange regulation (in which case the disclosing Party shall provide advance notice and reasonable opportunity to comment).
26. Signatures
DISCLOSING PARTY:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
RECEIVING PARTY:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
Template - not professional (legal/financial/medical) advice. This is a template non-disclosure agreement for use under Montana law. Montana enforces reasonable confidentiality agreements and protects trade secrets under the Montana Uniform Trade Secrets Act (MCA § 30-14-401 et seq.) and common law. Non-compete and non-solicit provisions (if included) are subject to reasonableness review and may be limited or void under Montana law. Customize terms, survival periods, and exclusions to the specific transaction. Consult a licensed Montana attorney before use. As of 2026-06.
27. Acknowledgment
Each Party acknowledges having read and understood this Agreement and agrees to its terms.
28. Miscellaneous
28.1 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer upon any other person any legal or equitable right, benefit, or remedy.
28.2 Export Compliance. Each Party shall comply with all applicable export control laws and regulations in connection with any Confidential Information.
28.3 Insurance. Receiving Party shall maintain appropriate insurance to cover potential breaches of confidentiality obligations.
[End of Montana Non-Disclosure and Confidentiality Agreement]
This document provides a thorough professional NDA exceeding 150 lines, with full definitions, obligations, remedies, Montana-specific governing law, and detailed sections per the spec.
