Make a Montana Non-Disclosure Agreement

Montana State Laws

Non-disclosure agreements and trade secrets are regulated by Montana’s Uniform Trade Secrets Act, Mont. Code Ann. §§ 30-14-401 through 30-14-409 . The Montana Uniform Trade Secrets Act also mentions the type of damages a business may be eligible to receive if a contractor or an employee violates the agreement. The law also discusses how trade secrets should be protected .

A non-disclosure agreement is just one type of contract that businesses should use with new hires and contractors. Another important protective contract for businesses is a Montana non-compete agreement .

Definition of “Trade Secrets”

Inside of an NDA, confidential information is referred to as a trade secret. This is information that the company uses to get or keep a competitive edge in their industry.

The Montana Uniform Trade Secrets Act defines what sort of information may be considered a “trade secret.” This law states that a “trade secret” is information or computer software that includes a formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential financial value.

This value is caused because the public and other businesses do not have this information available for their use. The company must take reasonable efforts to keep that information private if they want it to be protected by the NDA.

How to Write a Montana Non-Disclosure Agreement

To write a basic Montana non-disclosure agreement, you should take the time to read the Montana Uniform Trade Secrets Act. This will help you better understand what sort of information can be protected by an NDA as well as how the agreement works.

However, this is not a substitute for legal advice. A lawyer can help ensure that your NDA can protect your business information and trade secrets as well as stand up in court should it become necessary.

You can save your template in Microsoft Word (.docx) for easy editing.

• The first paragraph identifies the parties. The Disclosing Party is the business that has the trade secrets that need to be protected. The Receiving Party is the third-party that will have access to the information. Next, the scope or purpose of the agreement is listed. The purpose of an NDA is to prevent the misappropriation of trade secrets and other confidential information. The paragraph also has an effective date since the agreement is a legal document.
• Define "trade secret" according to Montana law. Montana Uniform Trade Secrets Act defines a trade secret as information or computer software such as a formula, pattern, compilation, a program, a device, a method, a technique, or a process with its own actual or potential monetary value. This value comes from the fact that others, both the public and other businesses in the industry, do not have access to the information. Your business must take reasonable steps to protect the information.
• When information is exempt from confidential status. Common exemptions include when confidential information is released through no fault of the receiving party, when the receiving party creates or discovers something before providing it to the disclosing party, the receiving party learns of something by a legitimate method without the assistance of the disclosing party or their agent, or when the receiving party shares information with the written consent of the disclosing party.
• Obligations of the receiving party. Common obligations may include maintaining the confidential status of the information, carefully restricting access to the confidential information, and not using the information for their benefit without the written consent of the disclosing party.
• Relationship clause. For some Montana non-disclosure agreements, a relationship clause is important. It states that the agreement contains no language that makes either party an employee, joint venturer, or partner of the other.
• Jurisdiction clause. This clause is used to set Montana law as what will be used to interpret the NDA as well as to settle any disputes that may arise from the agreement.
• Severability clause. This clause is used to keep the remainder of the NDA in place if a Montana court finds part of the agreement invalid.
• Integration clause. An integration clause states that the parties agree that the NDA expresses their complete understanding of the subject matter and that the document supersedes all previous proposals, agreements, representations, and understandings. It also states that the NDA may only be amended in writing and only if both parties sign the amendment.
• Waiver clause. This clause states that a party's failure to exercise any right from the NDA does not waive prior or subsequent rights.

The Montana non-disclosure agreement must be signed by both the Disclosing Party and the Receiving Party. The parties should also have space to print their names. The signatures should also be dated. Finally, the parties should each receive a copy of the executed document for their records.