Enterprise Software as a Service Agreement - Montana

ENTERPRISE SOFTWARE AS A SERVICE AGREEMENT

STATE OF MONTANA

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AGREEMENT INFORMATION

Field	Information
Agreement Date	[__/__/____]
Agreement Number	[________________________________]
Effective Date	[__/__/____]

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PARTIES TO THIS AGREEMENT

PROVIDER:

Field	Information
Legal Entity Name	[________________________________]
State of Formation	[________________________________]
Principal Address	[________________________________]
City, State, ZIP	[________________________________]
Federal Tax ID (EIN)	[________________________________]
Primary Contact Name	[________________________________]
Contact Email	[________________________________]
Contact Phone	[________________________________]

CUSTOMER:

Field	Information
Legal Entity Name	[________________________________]
State of Formation	[________________________________]
Principal Address	[________________________________]
City, State, ZIP	[________________________________]
Federal Tax ID (EIN)	[________________________________]
Primary Contact Name	[________________________________]
Contact Email	[________________________________]
Contact Phone	[________________________________]

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RECITALS

WHEREAS, Provider is engaged in the business of providing cloud-based software as a service solutions and related professional services;

WHEREAS, Customer desires to obtain access to and use of Provider's software platform and services for Customer's enterprise business operations;

WHEREAS, the parties wish to establish the terms and conditions under which Provider will make its services available to Customer in compliance with the laws of the State of Montana, including the Montana Consumer Data Privacy Act (Mont. Code Ann. §§ 30-14-2801 through 30-14-2817) and all applicable data protection requirements;

WHEREAS, the parties acknowledge Montana's unique employment law framework, including that Montana is the only state in the nation without at-will employment (under the Wrongful Discharge from Employment Act, Mont. Code Ann. § 39-2-904) and has significant restrictions on non-compete agreements (Mont. Code Ann. § 28-2-703);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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ARTICLE 1: DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 "Authorized Users" means Customer's employees, contractors, consultants, and agents who are authorized by Customer to access and use the Services under the rights granted pursuant to this Agreement.

1.3 "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.4 "Consumer Data" has the meaning set forth in the Montana Consumer Data Privacy Act (Mont. Code Ann. §§ 30-14-2801 et seq.), including personal data that identifies, relates to, or describes an identified or identifiable consumer.

1.5 "Customer Data" means all electronic data, information, content, records, and files that Customer or Authorized Users upload, submit, store, transmit, or process through the Services, including any Consumer Data or Personal Information therein.

1.6 "Documentation" means Provider's standard user guides, online help files, technical specifications, and other documentation related to the Services as updated from time to time.

1.7 "Downtime" means any period during which the Services are unavailable or materially impaired, excluding Scheduled Maintenance and Excused Downtime.

1.8 "Effective Date" means the date first written above or the date both parties have executed this Agreement, whichever is later.

1.9 "Excused Downtime" means unavailability caused by: (a) Customer's acts or omissions; (b) failures of Customer's equipment, software, or network connections; (c) third-party services outside Provider's control; (d) force majeure events; or (e) suspension pursuant to Section 3.4.

1.10 "Fees" means all amounts payable by Customer to Provider as set forth in this Agreement and any applicable Order Form.

1.11 "Initial Term" means the initial subscription period specified in the Order Form.

1.12 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under the laws of any jurisdiction worldwide.

1.13 "Malicious Code" means viruses, worms, Trojan horses, ransomware, spyware, adware, or other harmful or malicious code, files, scripts, agents, or programs.

1.14 "MTCDPA" means the Montana Consumer Data Privacy Act, codified at Mont. Code Ann. §§ 30-14-2801 through 30-14-2817, effective October 1, 2024, as amended by Senate Bill 297 effective October 1, 2025.

1.15 "Monthly Uptime Percentage" means the total minutes in a calendar month minus minutes of Downtime, divided by total minutes in the month, expressed as a percentage.

1.16 "Order Form" means an ordering document specifying the Services, subscription levels, Fees, and other commercial terms, executed by both parties and incorporated herein.

1.17 "Personal Information" means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked with a particular individual, as contemplated by Mont. Code Ann. § 30-14-1704.

1.18 "Professional Services" means implementation, configuration, customization, training, integration, and consulting services provided by Provider as specified in an Order Form or Statement of Work.

1.19 "Renewal Term" means each successive subscription period following the Initial Term.

1.20 "Scheduled Maintenance" means planned maintenance of the Services performed during designated maintenance windows with advance notice to Customer.

1.21 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data, or any breach or potential breach of Provider's security measures.

1.22 "Services" means Provider's proprietary cloud-based software platform and related services described in the applicable Order Form, including all updates, enhancements, and new features made generally available.

1.23 "Service Level Agreement" or "SLA" means the service level commitments set forth in Article 4.

1.24 "Statement of Work" or "SOW" means a document describing Professional Services, deliverables, timelines, and associated fees.

1.25 "Subscription Term" means collectively the Initial Term and all Renewal Terms.

1.26 "Third-Party Components" means software, data, services, or content provided by third parties that are incorporated into or used in connection with the Services.

1.27 "Trade Secret" has the meaning set forth in Mont. Code Ann. § 30-14-402, including information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain its secrecy.

1.28 "User Account" means the unique login credentials and account established for each Authorized User.

1.29 "Controller" has the meaning set forth in the MTCDPA, generally referring to a person that determines the purpose and means of processing Consumer Data.

1.30 "Processor" has the meaning set forth in the MTCDPA, generally referring to a person that processes Consumer Data on behalf of a Controller.

1.31 "Data Protection Assessment" means an assessment conducted pursuant to the MTCDPA (Mont. Code Ann. § 30-14-2814) evaluating the risks of processing Consumer Data and the safeguards employed to mitigate such risks.

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ARTICLE 2: SAAS SERVICES AND ACCESS RIGHTS

2.1 Grant of Rights

Subject to Customer's compliance with this Agreement and payment of all Fees, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to:

(a) Access and use the Services for Customer's internal business operations;

(b) Permit Authorized Users to access and use the Services in accordance with this Agreement;

(c) Access, use, and reproduce the Documentation in connection with permitted use of the Services; and

(d) Store, process, and retrieve Customer Data through the Services.

2.2 Subscription Tiers

Customer's subscription shall be as specified in the Order Form:

☐ Standard Enterprise - Up to [____] Authorized Users
☐ Professional Enterprise - Up to [____] Authorized Users
☐ Premium Enterprise - Up to [____] Authorized Users
☐ Unlimited Enterprise - Unlimited Authorized Users
☐ Custom Configuration - As specified: [________________________________]

2.3 User Account Administration

(a) Customer shall designate at least one (1) administrator to manage User Accounts and access permissions.

(b) Customer is responsible for maintaining the confidentiality of all User Account credentials.

(c) Customer shall promptly notify Provider of any unauthorized access or security breach involving User Accounts.

(d) User Accounts are for designated individuals only and may not be shared among multiple persons.

2.4 Authorized User Categories

☐ Named Users - Identified individuals assigned specific User Accounts
☐ Concurrent Users - Maximum simultaneous users: [____]
☐ Site License - All employees at specified locations
☐ Enterprise-Wide - All employees and authorized contractors
☐ Other: [________________________________]

2.5 Affiliate Usage

☐ Customer's Affiliates are authorized to use the Services under this Agreement
☐ Customer's Affiliates must execute separate Order Forms
☐ Affiliate usage is not permitted

If Affiliate usage is permitted:

(a) Customer shall ensure Affiliate compliance with all Agreement terms;

(b) Customer remains liable for Affiliate acts and omissions;

(c) Affiliate usage counts toward Customer's licensed capacity.

2.6 Professional Services and Support

Provider shall provide implementation and support services as specified in the applicable Order Form or Statement of Work. Support tiers, response time targets, and escalation procedures shall be as set forth in Exhibit B.

2.7 Training Services

☐ Provider shall provide the following training:

Training Type	Format	Duration	Participants
Administrator Training	[________________________________]	[____] hours	[____]
End User Training	[________________________________]	[____] hours	[____]
Advanced Feature Training	[________________________________]	[____] hours	[____]
Custom Training	[________________________________]	[____] hours	[____]

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ARTICLE 3: ACCEPTABLE USE AND RESTRICTIONS

3.1 Acceptable Use Policy

Customer and Authorized Users shall:

(a) Use the Services only for lawful purposes and in compliance with all applicable laws, including Montana law;

(b) Comply with all Documentation and Provider's reasonable usage policies;

(c) Maintain the security and confidentiality of User Account credentials;

(d) Promptly report any suspected security breaches or unauthorized access.

3.2 Prohibited Activities

Customer and Authorized Users shall not:

(a) License, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Services to third parties;

(b) Modify, copy, or create derivative works based on the Services or Documentation;

(c) Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Services;

(d) Access the Services to build a competitive product or service;

(e) Use the Services to store or transmit Malicious Code;

(f) Interfere with or disrupt the integrity or performance of the Services;

(g) Attempt to gain unauthorized access to the Services or related systems;

(h) Use the Services to transmit unlawful, harassing, defamatory, or fraudulent content;

(i) Use the Services in violation of any third party's intellectual property or privacy rights;

(j) Exceed licensed usage limits or circumvent usage restrictions;

(k) Remove, alter, or obscure any proprietary notices on the Services.

3.3 Usage Monitoring

(a) Provider may monitor usage to ensure compliance with this Agreement;

(b) Provider shall notify Customer of any significant usage anomalies;

(c) If usage exceeds licensed capacity, Customer shall promptly pay additional Fees or reduce usage.

3.4 Suspension

Provider may suspend Customer's access to the Services:

(a) If Customer's use poses a security threat to Provider or other customers;

(b) If Customer is in material breach of this Agreement and fails to cure within [____] days after notice;

(c) If required by law or governmental authority;

(d) For non-payment of undisputed Fees more than [____] days past due.

Provider shall provide advance notice of suspension when practicable and shall restore access promptly when the grounds for suspension are resolved.

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ARTICLE 4: SERVICE LEVEL AGREEMENT

4.1 Uptime Commitment

Provider commits to the following Monthly Uptime Percentage during each calendar month:

☐ 99.5% Monthly Uptime
☐ 99.9% Monthly Uptime
☐ 99.95% Monthly Uptime
☐ 99.99% Monthly Uptime
☐ Other: [____]%

4.2 Uptime Calculation

Monthly Uptime Percentage = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) × 100

Downtime is measured from when Provider confirms a system-wide outage or when automated monitoring detects unavailability, whichever is earlier.

4.3 Scheduled Maintenance Windows

(a) Standard Maintenance Window: [________________________________]

(b) Provider shall provide at least [____] hours advance notice for scheduled maintenance.

(c) Provider shall use commercially reasonable efforts to perform maintenance during low-usage periods.

(d) Emergency maintenance may be performed without advance notice when necessary to address critical security issues or prevent imminent harm.

4.4 Service Credits

If Provider fails to meet the Monthly Uptime Percentage commitment, Customer shall be entitled to Service Credits as follows:

Monthly Uptime Percentage	Service Credit (% of Monthly Fee)
99.0% - Below Commitment	10%
98.0% - 98.99%	25%
95.0% - 97.99%	50%
Below 95.0%	100%

4.5 Service Credit Limitations

(a) Service Credits are Customer's sole and exclusive remedy for Provider's failure to meet the SLA.

(b) Service Credits shall not exceed 100% of the monthly Fees for the affected month.

(c) Service Credits are applied against future invoices and are not redeemable for cash.

(d) Customer must request Service Credits within thirty (30) days of the end of the affected month.

4.6 Performance Monitoring

(a) Provider shall maintain real-time monitoring of Services availability.

(b) Provider shall make uptime statistics available to Customer through [________________________________].

(c) Provider shall notify Customer of any material service disruption within [____] minutes of detection.

4.7 Chronic Failure

If Provider fails to meet the Monthly Uptime Percentage commitment for [____] consecutive months or [____] months in any twelve (12) month period, Customer may terminate this Agreement upon thirty (30) days written notice without penalty and receive a pro-rata refund of prepaid Fees.

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ARTICLE 5: CUSTOMER DATA AND DATA PROTECTION

5.1 Customer Data Ownership

(a) As between the parties, Customer retains all right, title, and interest in and to Customer Data.

(b) Provider acquires no rights to Customer Data except the limited license to process Customer Data as necessary to provide the Services.

(c) Customer represents that it has all necessary rights to provide Customer Data to Provider for processing.

5.2 Data Processing

Provider shall:

(a) Process Customer Data only as necessary to provide the Services and as instructed by Customer;

(b) Not access, use, or disclose Customer Data except as required for Service delivery, security, or as compelled by law;

(c) Implement reasonable access controls limiting personnel access to Customer Data on a need-to-know basis;

(d) Ensure personnel with access to Customer Data are bound by confidentiality obligations.

5.3 Data Location

☐ Customer Data shall be stored and processed within the United States
☐ Customer Data shall be stored and processed within: [________________________________]
☐ Customer Data may be stored and processed in any Provider data center location
☐ Customer Data location restrictions: [________________________________]

5.4 Montana Consumer Data Privacy Act (MTCDPA) Compliance

(a) To the extent Provider acts as a Processor of Consumer Data on behalf of Customer as a Controller under the MTCDPA (Mont. Code Ann. §§ 30-14-2801 et seq., effective October 1, 2024, as amended by Senate Bill 297 effective October 1, 2025), Provider shall:

(i) Process Consumer Data only pursuant to Customer's documented instructions;

(ii) Assist Customer in meeting its obligations to respond to consumer rights requests, including the right to access, correct, delete, and obtain a copy of Consumer Data;

(iii) Provide information necessary for Customer to conduct and document Data Protection Assessments as required by Mont. Code Ann. § 30-14-2814;

(iv) Ensure that each person processing Consumer Data is subject to a duty of confidentiality;

(v) Upon Customer's request, delete or return all Consumer Data at the end of the provision of Services, unless retention is required by law;

(vi) Make available to Customer all information necessary to demonstrate compliance with obligations under the MTCDPA.

(b) Provider shall not sell Consumer Data or use Consumer Data for targeted advertising except as expressly authorized by Customer in writing.

(c) Provider shall not combine Consumer Data obtained from different Controllers unless expressly instructed by Customer.

(d) Provider shall comply with the requirements for contracts between controllers and processors set forth in Mont. Code Ann. § 30-14-2813.

5.5 Information Security Program

Provider shall implement and maintain a comprehensive written information security program that includes:

(a) Risk Assessment: Regular identification and assessment of reasonably foreseeable internal and external threats to Customer Data security;

(b) Safeguards: Implementation of safeguards to control identified risks, including:

• Encryption of Customer Data in transit and at rest using industry-standard protocols
• Multi-factor authentication for administrative access
• Network security controls including firewalls, intrusion detection, and prevention systems
• Regular vulnerability scanning and penetration testing
• Secure software development practices

(c) Access Controls: Role-based access controls and principle of least privilege;

(d) Employee Training: Regular security awareness training for all personnel with access to Customer Data;

(e) Incident Response: Written incident response plan addressing detection, containment, investigation, and notification procedures;

(f) Business Continuity: Disaster recovery and business continuity procedures.

5.6 Security Certifications and Audits

Provider maintains or shall obtain the following certifications:

☐ SOC 2 Type II
☐ ISO 27001
☐ ISO 27017
☐ ISO 27018
☐ HITRUST CSF
☐ FedRAMP (Authorization Level: [____])
☐ PCI DSS (if processing payment data)
☐ Other: [________________________________]

(a) Provider shall maintain such certifications throughout the Subscription Term.

(b) Upon Customer's reasonable written request (no more than once annually), Provider shall provide copies of current audit reports and certifications.

(c) Customer may conduct or commission a security assessment upon reasonable advance notice and at Customer's expense.

5.7 Security Incident Response

(a) Provider shall notify Customer of any Security Incident affecting Customer Data within [____] hours of discovery.

(b) Notification shall include:

• Description of the incident
• Types of data potentially affected
• Measures taken to contain and remediate
• Contact information for further inquiries
• Recommended protective actions for Customer

(c) Provider shall cooperate with Customer in investigating and responding to Security Incidents.

(d) Provider shall preserve evidence related to Security Incidents for forensic investigation.

5.8 Data Breach Notification Under Montana Law

In the event of a computer security breach requiring notification under Mont. Code Ann. § 30-14-1704:

(a) Provider shall notify Customer immediately and in no event later than [____] hours after determining a breach has occurred;

(b) Provider shall cooperate with Customer in fulfilling notification obligations to affected Montana residents without unreasonable delay;

(c) Provider shall simultaneously submit an electronic copy of the notice to the Montana Office of Consumer Protection, as required by Mont. Code Ann. § 30-14-1704;

(d) The notification may be delayed if a law enforcement agency determines that notification will impede a criminal investigation and requests a delay;

(e) Provider shall bear the costs of notification and credit monitoring services if the breach results from Provider's negligence or failure to comply with this Agreement.

5.9 Subprocessors

(a) Provider may engage subprocessors to assist in providing the Services, provided:

• Subprocessors are bound by data protection obligations no less protective than this Agreement
• Provider remains liable for subprocessor compliance
• Provider maintains an updated list of subprocessors

(b) Provider shall notify Customer of any material changes to subprocessors at least [____] days in advance.

(c) Customer may object to new subprocessors; if Provider proceeds over Customer's objection, Customer may terminate without penalty.

5.10 Data Backup and Recovery

(a) Provider shall perform [________________________________] backups of Customer Data.

(b) Backups shall be retained for [____] days.

(c) Provider shall maintain the capability to restore Customer Data from backup within [____] hours of a request.

(d) Provider shall test backup restoration procedures at least [________________________________].

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ARTICLE 6: FEES, PAYMENT, AND TAXES

6.1 Subscription Fees

Customer shall pay the following subscription Fees:

Description	Amount	Billing Frequency
Base Subscription Fee	$[________________________________]	☐ Monthly ☐ Quarterly ☐ Annually
Per User Fee	$[________________________________] per user	☐ Monthly ☐ Quarterly ☐ Annually
Data Storage (above included amount)	$[________________________________] per GB	☐ Monthly ☐ Quarterly ☐ Annually
API Calls (above included amount)	$[________________________________] per 1,000 calls	☐ Monthly ☐ Quarterly ☐ Annually
Additional Modules/Features	$[________________________________]	☐ Monthly ☐ Quarterly ☐ Annually

6.2 Professional Services Fees

Service	Rate/Fee	Estimate
Implementation Services	$[________________________________]	[________________________________]
Training Services	$[________________________________] per hour/day	[________________________________]
Custom Development	$[________________________________] per hour	[________________________________]
Consulting Services	$[________________________________] per hour	[________________________________]
On-Site Services	$[________________________________] per day plus expenses	[________________________________]

6.3 Payment Terms

(a) Invoicing: Provider shall invoice Customer:
☐ In advance for each billing period
☐ Upon execution of this Agreement for the first year
☐ According to payment milestones in the Order Form
☐ Other: [________________________________]

(b) Payment Due: All invoices are due and payable within [____] days of invoice date.

(c) Payment Method:
☐ ACH/Wire Transfer
☐ Credit Card (subject to processing fees of [____]%)
☐ Check
☐ Other: [________________________________]

6.4 Taxes — Montana: No General Sales Tax

(a) All Fees are exclusive of taxes unless otherwise stated.

(b) Montana Tax Status: Montana does not impose a general state sales tax, making it one of only five states with no statewide sales tax (along with Alaska, Delaware, New Hampshire, and Oregon). Accordingly, SaaS subscriptions are not subject to state sales tax in Montana. However, certain localities in Montana may impose a resort tax, and if the SaaS provider has nexus in a resort area that treats digital services as taxable, local resort tax may apply. The parties should verify current local tax obligations.

(c) Customer is responsible for all applicable local taxes, if any, arising from the transactions contemplated herein.

(d) Customer shall provide valid exemption certificates if applicable.

(e) Provider is responsible for taxes based on Provider's income.

6.5 Late Payment

(a) Late payments shall bear interest at the rate of ten percent (10%) per annum as provided by Mont. Code Ann. § 31-1-106, which establishes the legal rate when no express written agreement fixes a different rate.

(b) Customer shall reimburse Provider's reasonable collection costs, including attorneys' fees.

(c) Provider may suspend Services for undisputed amounts more than [____] days past due.

MONTANA PRACTITIONER NOTE: Mont. Code Ann. § 31-1-106 sets the default legal interest rate at 10% per annum, which is among the highest default rates in the United States. Parties may agree in writing to a rate not exceeding the greater of 15% or 6 percentage points above the prime rate of major New York banks. For computing interest for less than one year, 365 days constitute a year.

6.6 Fee Disputes

(a) Customer shall notify Provider of any disputed charges within [____] days of invoice date.

(b) Customer shall pay all undisputed amounts by the due date.

(c) The parties shall work in good faith to resolve disputes within [____] days.

(d) Provider shall not suspend Services for amounts subject to a bona fide dispute.

6.7 Price Increases

(a) Fees are fixed for the Initial Term.

(b) Provider may increase Fees for Renewal Terms by providing written notice at least [____] days before the Renewal Term.

(c) Fee increases shall not exceed [____]% annually unless Provider's costs increase substantially.

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ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

7.1 Provider Intellectual Property

(a) Provider retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property, including:

• Software code, architecture, and design
• Algorithms, processes, and methodologies
• User interfaces and user experience designs
• Trade Secrets as defined under Mont. Code Ann. § 30-14-402
• All improvements, modifications, and derivative works

(b) No license or right is granted except as expressly set forth herein.

(c) Customer shall not acquire any ownership interest in the Services by virtue of this Agreement.

7.2 Customer Intellectual Property

(a) Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing intellectual property.

(b) Customer grants Provider a limited, non-exclusive license to use Customer Data solely as necessary to provide the Services.

7.3 Feedback

(a) If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Provider may use such Feedback without restriction or compensation.

(b) Customer hereby assigns to Provider all rights in any Feedback.

7.4 Aggregated Data

(a) Provider may collect and analyze aggregated, anonymized data derived from Customer's use of the Services that does not identify Customer or any individual ("Aggregated Data").

(b) Provider may use Aggregated Data to improve the Services, develop new products, and for other lawful business purposes.

(c) Provider owns all right, title, and interest in Aggregated Data.

(d) MTCDPA Compliance: Provider shall ensure that Aggregated Data is fully de-identified in accordance with MTCDPA requirements and that Provider does not attempt to re-identify such data.

7.5 Custom Development

For any custom development performed under this Agreement:

☐ Provider Ownership: Provider owns all custom developments; Customer receives a license to use
☐ Customer Ownership: Customer owns all custom developments; Provider receives a license to incorporate into Services
☐ Joint Ownership: Parties jointly own custom developments
☐ Work Made for Hire: Custom developments are works made for hire owned by Customer
☐ As Specified: Ownership determined per individual Statement of Work

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ARTICLE 8: CONFIDENTIALITY

8.1 Confidentiality Obligations

Each party agrees to:

(a) Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

(b) Not disclose Confidential Information to any third party except as expressly permitted herein;

(c) Use Confidential Information only for purposes of performing obligations or exercising rights under this Agreement;

(d) Limit access to Confidential Information to employees, contractors, and agents with a need to know who are bound by confidentiality obligations.

8.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;

(b) Was rightfully known to the receiving party without restriction before disclosure;

(c) Is rightfully obtained from a third party without breach of confidentiality;

(d) Is independently developed without use of Confidential Information.

8.3 Permitted Disclosures

A party may disclose Confidential Information:

(a) To its professional advisors bound by professional confidentiality obligations;

(b) As required by law, regulation, or court order, provided the disclosing party gives prompt notice (if legally permitted);

(c) In connection with a merger, acquisition, or financing, subject to confidentiality agreements.

8.4 Trade Secret Protection Under Montana Law

(a) The parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Montana Uniform Trade Secrets Act (Mont. Code Ann. §§ 30-14-401 through 30-14-409).

(b) Each party agrees to maintain reasonable measures to preserve the secrecy of Trade Secrets as required by Mont. Code Ann. § 30-14-402.

(c) The parties acknowledge that misappropriation of Trade Secrets may give rise to injunctive relief under Mont. Code Ann. § 30-14-403 and damages under Mont. Code Ann. § 30-14-404.

(d) The statute of limitations for trade secret misappropriation claims under Montana law is three (3) years from discovery (Mont. Code Ann. § 30-14-407).

8.5 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of [____] years, except that obligations regarding Trade Secrets shall continue for as long as the information qualifies as a Trade Secret under applicable law.

8.6 Return or Destruction

Upon termination or upon request, each party shall return or destroy the other party's Confidential Information and certify such return or destruction in writing.

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ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Provider Warranties

Provider warrants that:

(a) Performance Warranty: The Services will perform materially in accordance with the Documentation during the Subscription Term;

(b) Authority: Provider has full power and authority to enter into this Agreement and grant the rights herein;

(c) Non-Infringement: To Provider's knowledge, the Services do not infringe any third party's intellectual property rights;

(d) Malicious Code: The Services will not contain Malicious Code introduced by Provider;

(e) Compliance: Provider will comply with all laws applicable to Provider's provision of the Services, including the MTCDPA to the extent applicable;

(f) Personnel: Provider's personnel performing Professional Services will have the necessary skills and qualifications;

(g) Security: Provider will maintain the security program described in Article 5.

9.2 Customer Warranties

Customer warrants that:

(a) Customer has full power and authority to enter into this Agreement;

(b) Customer owns or has the right to provide Customer Data to Provider;

(c) Customer Data does not violate third-party rights or applicable law;

(d) Customer will use the Services in compliance with this Agreement and applicable law.

9.3 Warranty Remedies

For breach of Provider's Performance Warranty:

(a) Customer shall notify Provider of any warranty claim within [____] days of discovery;

(b) Provider shall use commercially reasonable efforts to correct the non-conformity;

(c) If Provider cannot correct the non-conformity within [____] days, Customer may terminate the affected Services and receive a pro-rata refund.

9.4 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS ARTICLE, TO THE MAXIMUM EXTENT PERMITTED BY MONT. CODE ANN. § 30-2-316:

(a) PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;

(c) PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS;

(d) ANY THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

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ARTICLE 10: INDEMNIFICATION

10.1 Provider Indemnification

Provider shall defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Allegations that the Services infringe any United States patent, copyright, trademark, or misappropriate any trade secret;

(b) Provider's gross negligence or willful misconduct;

(c) Provider's material breach of its data security obligations under Article 5;

(d) Provider's violation of applicable law, including violations of the MTCDPA.

10.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Customer Data, including claims that Customer Data infringes or violates third-party rights;

(b) Customer's breach of the Acceptable Use Policy;

(c) Customer's gross negligence or willful misconduct;

(d) Customer's violation of applicable law in its use of the Services.

10.3 Indemnification Procedures

The indemnified party shall:

(a) Provide prompt written notice of any claim;

(b) Grant the indemnifying party sole control of the defense and settlement;

(c) Provide reasonable cooperation at the indemnifying party's expense;

(d) Not settle any claim without the indemnifying party's prior written consent.

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ARTICLE 11: LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY MONT. CODE ANN. § 30-2-719 AND APPLICABLE MONTANA LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 11.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED:

☐ The total Fees paid or payable by Customer during the twelve (12) months preceding the claim
☐ The total Fees paid or payable by Customer during the twenty-four (24) months preceding the claim
☐ $[________________________________]
☐ Other: [________________________________]

11.3 Exceptions to Limitations

The limitations in Sections 11.1 and 11.2 shall not apply to:

(a) Either party's indemnification obligations under Article 10;

(b) Either party's breach of confidentiality obligations under Article 8;

(c) Customer's payment obligations;

(d) Claims arising from a party's gross negligence or willful misconduct;

(e) Claims arising from Provider's breach of its data security obligations resulting in unauthorized disclosure of Customer Data;

(f) Claims arising from Provider's unauthorized use or disclosure of Customer Data.

11.4 Enhanced Liability Cap for Certain Claims

For claims described in Section 11.3(b) and (e), each party's liability shall not exceed:

☐ Two (2) times the general liability cap
☐ Three (3) times the general liability cap
☐ $[________________________________]
☐ No enhanced cap (unlimited liability)

11.5 Montana Unconscionability Standards

The parties acknowledge that Montana courts evaluate limitation of liability provisions for unconscionability. A contract may be found unconscionable if it is a contract of adhesion and the contractual terms unreasonably favor the drafter. The limitations in this Article are the product of negotiation between commercial parties and reflect a reasonable allocation of risk.

11.6 Essential Purpose

THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

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ARTICLE 12: TERM, RENEWAL, AND TERMINATION

12.1 Initial Term

This Agreement shall commence on the Effective Date and continue for an Initial Term of:

☐ One (1) year
☐ Two (2) years
☐ Three (3) years
☐ Other: [________________________________]

12.2 Renewal

(a) This Agreement shall automatically renew for successive Renewal Terms of [________________________________] unless either party provides written notice of non-renewal at least [____] days before the end of the then-current term.

(b) Provider shall provide Customer with written notice of automatic renewal not less than thirty (30) days before the renewal deadline.

(c) Customer may terminate at any time for convenience by providing [____] days written notice, subject to payment of:
☐ All Fees through the end of the then-current term
☐ Early termination fee of [________________________________]
☐ No early termination fee
☐ Other: [________________________________]

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

(a) The other party materially breaches this Agreement and fails to cure within [____] days after written notice;

(b) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(c) The other party ceases to conduct business in the normal course.

12.4 Refund Upon Termination

(a) If Customer terminates for cause, Provider shall refund prepaid Fees for the unused portion of the Subscription Term.

(b) If Provider terminates for cause, no refund shall be due.

12.5 Effect of Expiration or Termination

Upon expiration or termination:

(a) All rights and licenses granted to Customer shall immediately terminate;

(b) Customer shall pay all outstanding Fees through the termination date;

(c) Each party shall return or destroy Confidential Information as directed;

(d) Provisions that by their nature should survive shall continue in effect.

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ARTICLE 13: DATA PORTABILITY AND TRANSITION SERVICES

13.1 Data Export

During the Subscription Term, Customer may export Customer Data through:

☐ Self-service export functionality
☐ API access for programmatic data retrieval
☐ Provider-assisted export upon request
☐ Other: [________________________________]

13.2 Data Export Format

☐ CSV ☐ JSON ☐ XML ☐ Native format ☐ SQL dump ☐ Other: [________________________________]

13.3 Transition Assistance

Upon expiration or termination, Provider shall provide Customer access to export Customer Data for [____] days and provide reasonable migration assistance at then-current Professional Services rates.

13.4 Data Deletion

Provider shall delete all Customer Data from production systems within [____] days and from backup systems within [____] days, and provide written certification of deletion upon request.

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ARTICLE 14: INSURANCE REQUIREMENTS

14.1 Required Insurance

Provider shall maintain the following insurance coverages:

Coverage Type	Minimum Limit	Requirements
Commercial General Liability	$[________________________________] per occurrence / $[________________________________] aggregate	Including products/completed operations
Professional Liability/E&O	$[________________________________] per claim / $[________________________________] aggregate	Covering technology professional services
Cyber Liability/Data Breach	$[________________________________] per incident / $[________________________________] aggregate	Including network security, privacy liability
Workers' Compensation	Statutory limits	As required by Montana law
Employer's Liability	$[________________________________]	Per accident and disease
Umbrella/Excess Liability	$[________________________________]	Excess of primary coverages

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ARTICLE 15: DISPUTE RESOLUTION

15.1 Governing Law

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.

15.2 Venue and Jurisdiction

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in:

☐ Lewis and Clark County, Montana (Helena)
☐ Yellowstone County, Montana (Billings)
☐ Missoula County, Montana
☐ [________________________________] County, Montana

15.3 Dispute Resolution Process

Before initiating litigation, the parties agree to the following escalation process:

Step 1 - Informal Resolution: Representatives shall attempt to resolve disputes informally within [____] business days.

Step 2 - Executive Escalation: If unresolved, disputes shall be escalated to each party's executive officer for resolution within [____] business days.

Step 3 - Mediation: If still unresolved, the parties shall participate in mediation before commencing litigation. Mediation costs shall be shared equally.

☐ Step 4 - Arbitration (Optional):
If mediation is unsuccessful, disputes shall be resolved by binding arbitration administered by [________________________________] in [________________________________], Montana.

15.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY MONTANA LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

MONTANA PRACTITIONER NOTE: Montana courts evaluate jury waivers for unconscionability, examining whether the waiver clause was conspicuous, whether the consequences were explained, the disparity in bargaining power, and the business sophistication of the parties. Montana courts apply the same unconscionability test as used for arbitration clauses. This waiver is presented in conspicuous uppercase text and is mutual. However, given the rigorous scrutiny Montana courts apply, practitioners should consider binding arbitration as an alternative.

15.5 Injunctive Relief

Either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of disputes.

15.6 Prevailing Party

The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

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ARTICLE 16: GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter.

16.2 Amendments

No amendment shall be effective unless in writing and signed by both parties.

16.3 Non-Compete Restrictions — Montana Limitations

(a) The parties acknowledge that under Mont. Code Ann. § 28-2-703, contracts in restraint of trade are generally void in Montana, except as provided in Mont. Code Ann. § 28-2-704 (sale of good will of a business) and § 28-2-705 (dissolution of partnership).

(b) While Montana does not impose a complete ban on non-competes (unlike California, Oklahoma, or North Dakota), the Montana Supreme Court applies a "reasonableness" test, and employers bear a heavy burden to demonstrate that the restriction is necessary to protect legitimate business interests.

(c) "Continued employment" is not sufficient consideration for a non-compete signed after an employee has already been hired.

(d) Nothing in this Agreement shall be construed as a covenant not to compete in violation of Mont. Code Ann. § 28-2-703. Non-disclosure agreements protecting Trade Secrets and Confidential Information, and non-solicitation agreements, are permissible and enforceable under Montana law and are not affected by this Section.

16.4 Montana Employment Law Acknowledgment

The parties acknowledge that Montana is the only state without at-will employment under the Wrongful Discharge from Employment Act (Mont. Code Ann. § 39-2-904). To the extent any personnel providing Services under this Agreement are employees, the parties shall comply with applicable Montana employment laws.

16.5 Assignment

Neither party may assign this Agreement without prior written consent, except to an Affiliate or in connection with a merger or acquisition.

16.6 Notices

Notices shall be in writing and delivered by certified mail, overnight courier, or email with confirmation.

Party	Notice Address
Provider	[________________________________]
	[________________________________]
	Email: [________________________________]
Customer	[________________________________]
	[________________________________]
	Email: [________________________________]

16.7 Force Majeure

Neither party shall be liable for failure or delay due to causes beyond its reasonable control. If force majeure continues for more than [____] days, either party may terminate without liability.

16.8 Waiver

No waiver shall be effective unless in writing.

16.9 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

16.10 Independent Contractors

The parties are independent contractors.

16.11 Compliance with Laws

Each party shall comply with all applicable laws, including the MTCDPA, the Montana Consumer Protection Act, and all applicable data protection laws.

16.12 Electronic Signatures

In accordance with the Montana Uniform Electronic Transactions Act (Mont. Code Ann. §§ 30-18-101 et seq.), this Agreement may be executed electronically.

16.13 Counterparts

This Agreement may be executed in counterparts.

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ARTICLE 17: EXECUTION

PRE-EXECUTION CHECKLIST

Provider Verification:
☐ All Order Forms completed and attached
☐ Pricing confirmed and documented
☐ Service level commitments confirmed
☐ Security certifications current
☐ Insurance certificates available
☐ MTCDPA compliance verified (if applicable)
☐ Legal review completed
☐ Authority to sign verified

Customer Verification:
☐ Business requirements documented
☐ Technical requirements reviewed
☐ Security requirements addressed
☐ MTCDPA compliance requirements satisfied (if applicable)
☐ Budget approval obtained
☐ Legal review completed
☐ Authority to sign verified

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SIGNATURE PAGE

PROVIDER

[________________________________]

Field	Information
Signature	________________________________________________
Printed Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

CUSTOMER

[________________________________]

Field	Information
Signature	________________________________________________
Printed Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

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EXHIBIT A: ORDER FORM

Order Form Number: [________________________________]

Order Form Effective Date: [__/__/____]

Services Ordered

Service/Module	Description	Quantity	Unit Price	Total
[________________________________]	[________________________________]	[____]	$[________]	$[________]
[________________________________]	[________________________________]	[____]	$[________]	$[________]
[________________________________]	[________________________________]	[____]	$[________]	$[________]

Subscription Details

Field	Value
Initial Term	[________________________________]
Renewal Term	[________________________________]
Billing Frequency	☐ Monthly ☐ Quarterly ☐ Annually
Payment Terms	Net [____] days
Support Tier	☐ Standard ☐ Premium ☐ Enterprise
Uptime Commitment	[____]%

PROVIDER: ___________________________ Date: [__/__/____]

CUSTOMER: ___________________________ Date: [__/__/____]

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EXHIBIT B: SERVICE LEVEL AGREEMENT DETAILS

B.1 Support Tiers and Response Times

Severity Level	Description	Standard Support	Premium Support	Enterprise Support
Critical (S1)	Complete system outage	4 hours	2 hours	30 minutes
High (S2)	Major functionality impaired	8 hours	4 hours	1 hour
Medium (S3)	Partial functionality affected	24 hours	12 hours	4 hours
Low (S4)	Minor issues; questions	72 hours	48 hours	24 hours

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EXHIBIT C: DATA PROCESSING ADDENDUM

C.1 Scope

This DPA supplements the Agreement with respect to Provider's processing of Personal Information and Consumer Data on behalf of Customer, including processing subject to the MTCDPA.

C.2 Provider Responsibilities

Provider shall:

(a) Process Consumer Data only as instructed by Customer;

(b) Ensure personnel are bound by confidentiality obligations;

(c) Implement appropriate security measures;

(d) Assist Customer with consumer rights requests under the MTCDPA;

(e) Delete or return Consumer Data upon termination;

(f) Cooperate with Customer in conducting Data Protection Assessments (Mont. Code Ann. § 30-14-2814).

C.3 Subprocessors

Provider shall notify Customer of subprocessor changes [____] days in advance.

C.4 Audit Rights

Upon reasonable notice, Customer may audit Provider's compliance with this DPA.

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PRACTITIONER NOTES FOR MONTANA

Key Montana-Specific Considerations

1. Montana Consumer Data Privacy Act (MTCDPA): Effective October 1, 2024, as amended by Senate Bill 297 (effective October 1, 2025). Codified at Mont. Code Ann. §§ 30-14-2801 through 30-14-2817. Grants consumers rights to access, correct, delete, and obtain copies of their data. Requires data protection assessments for high-risk processing activities (§ 30-14-2814). SaaS providers acting as processors must comply with controller-processor contract requirements (§ 30-14-2813).

2. No General Sales Tax: Montana does not impose a state sales tax. SaaS is not taxable. Local resort taxes may apply in certain areas. This is a significant advantage for SaaS transactions with Montana-based customers.

3. Non-Compete Restrictions: Mont. Code Ann. § 28-2-703 declares contracts in restraint of trade generally void, with narrow exceptions for sale of business good will (§ 28-2-704) and partnership dissolution (§ 28-2-705). The Montana Supreme Court applies a reasonableness test but places a heavy burden on the employer. Non-disclosure and non-solicitation agreements remain enforceable.

4. Non-At-Will Employment: Montana is the only state without at-will employment, under the Wrongful Discharge from Employment Act (Mont. Code Ann. § 39-2-904). Employers must have "good cause" for termination after a probationary period. This may affect staffing provisions in SaaS agreements.

5. Interest Rate: The default legal interest rate is 10% per annum under Mont. Code Ann. § 31-1-106, among the highest in the nation. Parties may agree in writing to rates up to the greater of 15% or 6 points above the New York prime rate. For computing interest for less than one year, 365 days constitute a year.

6. Data Breach Notification: Mont. Code Ann. § 30-14-1704 requires notification without unreasonable delay. An electronic copy of the notice must be simultaneously submitted to the Montana Office of Consumer Protection. Notification may be delayed at law enforcement request.

7. Trade Secrets: The Montana Uniform Trade Secrets Act (Mont. Code Ann. §§ 30-14-401 through 30-14-409) provides a 3-year statute of limitations from discovery and remedies including injunctive relief, damages, and attorney fees for willful misappropriation.

8. Jury Trial Waivers: Montana courts apply rigorous unconscionability scrutiny to jury waivers, examining conspicuousness, explanation of consequences, disparity in bargaining power, and business sophistication. Practitioners should consider binding arbitration as an alternative.

9. Consumer Protection: The Montana Consumer Protection Act (Mont. Code Ann. §§ 30-14-101 et seq.) provides broad protection against unfair trade practices and deceptive business practices.

10. UCC Warranty Disclaimers: Standard UCC requirements apply. Disclaimers of merchantability must mention "merchantability" and be conspicuous. Fitness disclaimers must be in writing and conspicuous.

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This Enterprise Software as a Service Agreement template is designed for use in Montana and incorporates applicable Montana statutory requirements, including the Montana Consumer Data Privacy Act (MTCDPA), data breach notification requirements, non-compete restrictions, and Montana's unique employment law framework. Legal counsel should review this Agreement before execution to ensure compliance with current law and suitability for specific business needs.