STANDARD NDA TRIO PACK

Montana Jurisdictional Version

Table of Contents

• Variant Selection Guide
• Variant 1: Mutual Non-Disclosure Agreement
• Variant 2: Unilateral Non-Disclosure Agreement
• Variant 3: Employee NDA with Invention Assignment
• Appendix: Comparison Chart

Variant Selection Guide

Use MUTUAL NDA when:
- Both parties will exchange confidential information
- Exploring potential business partnerships, joint ventures, or M&A

Use UNILATERAL NDA when:
- Only one party discloses confidential information
- Vendor/supplier evaluations

Use EMPLOYEE NDA when:
- Hiring employees who will access confidential information
- Need to secure IP rights in employee work product

VARIANT 1 - MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] by and between:

Party A: [PARTY_A_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party A"); and

Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] ("Party B").

Recitals

The Parties wish to explore a potential business relationship concerning [DESCRIBE_PURPOSE] (the "Purpose").

1. Definition of Confidential Information

1.1 "Confidential Information" means any information disclosed by one Party to the other, including business information, technical data, and trade secrets.

1.2 Trade Secrets. Protected under the Montana Uniform Trade Secrets Act (Mont. Code Ann. sections 30-14-401 to 30-14-409).

2. Exclusions

Information that: (a) is publicly available; (b) was rightfully known prior to disclosure; (c) is received from a third party; (d) is independently developed; or (e) is required by law.

3. Obligations

3.1 Use Confidential Information solely for the Purpose.
3.2 Hold in strict confidence and protect using reasonable care.
3.3 No reverse engineering.

4. Permitted Disclosures

To Representatives with need to know and confidentiality obligations.

5. Term and Termination

5.1 Term. [TERM_YEARS] years.
5.2 Survival. [SURVIVAL_YEARS] years or as long as information remains a trade secret under Montana law.
5.3 Return. Within [RETURN_DAYS] days after termination.

6. No Rights Granted

All Confidential Information remains property of Disclosing Party. PROVIDED "AS IS."

7. Remedies

7.1 Injunctive Relief. Available under Montana Uniform Trade Secrets Act (Mont. Code Ann. section 30-14-403).
7.2 Attorneys' Fees. Prevailing party entitled to reasonable fees.

8. General Provisions

8.1 Governing Law. Montana law.
8.2 Venue. State and federal courts in [Lewis and Clark County (Helena) / Yellowstone County (Billings)], Montana.
8.3 Jury Waiver. EACH PARTY WAIVES JURY TRIAL RIGHTS TO THE FULLEST EXTENT PERMITTED BY MONTANA LAW.
8.4 Electronic Signatures. Valid per Montana UETA (Mont. Code Ann. sections 30-18-101 to 30-18-117).
8.5 Montana Consumer Data Privacy Act. Parties shall comply as applicable.

IN WITNESS WHEREOF, the Parties have executed this Agreement.

VARIANT 2 - UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement is entered into as of [EFFECTIVE_DATE] by and between:

Disclosing Party: [DISCLOSING_PARTY_NAME] ("Disclosing Party"); and
Receiving Party: [RECEIVING_PARTY_NAME] ("Receiving Party").

1. Confidential Information

All information disclosed by Disclosing Party. Trade secrets protected under Montana Uniform Trade Secrets Act (Mont. Code Ann. sections 30-14-401 to 30-14-409).

2. Exclusions

Same as Variant 1.

3. Obligations

Hold in strict confidence; use solely for Purpose; no reverse engineering.

4. Return or Destruction

Within [RETURN_DAYS] days after completion or request.

5. Remedies

Injunctive relief available under Mont. Code Ann. section 30-14-403.

6. General Provisions

6.1 Governing Law. Montana law.
6.2 Venue. [Lewis and Clark County (Helena) / Yellowstone County (Billings)], Montana.
6.3 Jury Waiver. WAIVED TO FULLEST EXTENT PERMITTED.
6.4 Electronic Signatures. Valid per Montana UETA.

DISCLOSING PARTY:
[DISCLOSING_PARTY_NAME]
By: __________________________
Name: [NAME] | Title: [TITLE] | Date: ____________

RECEIVING PARTY:
[RECEIVING_PARTY_NAME]
By: __________________________
Name: [NAME] | Title: [TITLE] | Date: ____________

VARIANT 3 - EMPLOYEE NDA WITH INVENTION ASSIGNMENT

This Employee Non-Disclosure and Invention Assignment Agreement is entered into by:

Company: [COMPANY_NAME] ("Company"); and
Employee: [EMPLOYEE_NAME] ("Employee").

1. Confidential Information

Protected under Montana Uniform Trade Secrets Act (Mont. Code Ann. sections 30-14-401 to 30-14-409).

2. Confidentiality Obligations

Non-disclosure during and after employment. Survival: [SURVIVAL_YEARS] years or as long as trade secret status continues.

3. Inventions and IP

3.1 Employee assigns all Inventions relating to Company business that are developed using Company time, resources, or facilities.

3.2 Works made for hire belong to Company.

3.3 Prior Inventions listed in Exhibit A.

IMPORTANT MONTANA NOTICE - Mont. Code Ann. Section 39-2-303:

This Agreement does NOT require assignment of any invention that the Employee developed entirely on Employee's own time without using Company equipment, supplies, facilities, or trade secret information, UNLESS the invention:
(a) Relates to Company's business or actual or demonstrably anticipated research or development; or
(b) Results from any work performed by Employee for Company.

4. Non-Compete and Non-Solicitation

IMPORTANT MONTANA NOTICE - Mont. Code Ann. Section 28-2-703:

4.1 Non-Compete Prohibition. Montana law generally prohibits non-compete agreements. Per Mont. Code Ann. section 28-2-703, contracts restraining lawful profession, trade, or business are void, except in limited circumstances (sale of goodwill or partnership dissolution). Therefore, NO non-compete provision is included for Montana employees.

4.2 Non-Solicitation. To the extent permitted by Montana law, during employment and for [NON_SOLICIT_MONTHS] months thereafter, Employee shall not directly solicit Company employees. Montana courts interpret non-solicitation provisions narrowly.

4.3 Confidentiality as Protection. Employee's confidentiality obligations remain fully enforceable under Montana law to protect Company's trade secrets.

5. Return of Property

Return all Company property upon termination.

6. Remedies

Injunctive relief under Montana Uniform Trade Secrets Act (Mont. Code Ann. section 30-14-403).

7. General Provisions

7.1 Governing Law. Montana law.
7.2 Venue. [Lewis and Clark County (Helena) / Yellowstone County (Billings)], Montana.
7.3 Electronic Signatures. Valid per Montana UETA.

COMPANY:
[COMPANY_NAME]
By: _____________________ | Name: [NAME] | Title: [TITLE] | Date: _________

EMPLOYEE:
__________________________
[EMPLOYEE_NAME] | Date: _________

EXHIBIT A: PRIOR INVENTIONS

APPENDIX: COMPARISON CHART

Montana-Specific Considerations

• Trade Secrets Act: Mont. Code Ann. sections 30-14-401 to 30-14-409
• Non-Compete Prohibition: Mont. Code Ann. section 28-2-703 - generally void
• Invention Assignment: Mont. Code Ann. section 39-2-303 protects employee inventions
• E-Signatures: Mont. Code Ann. sections 30-18-101 to 30-18-117
• Data Privacy: Montana Consumer Data Privacy Act applies

END OF DOCUMENT