Montana Non-Disclosure Agreement (NDA) Review
Montana is one of the few states with a nineteenth-century statute declaring contracts in restraint of trade void "to that extent," and that statute still colors how courts read any restriction attached to a Montana NDA. The confidentiality promise itself sits on firmer ground under the state's Uniform Trade Secrets Act. The practical job is separating the two: what the agreement protects as secret, and what it quietly tries to stop you doing.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Montana
Montana protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Montana also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Montana's non-compete rules above.
Which Montana law protects the employer's secrets?
Montana adopted the Uniform Trade Secrets Act at Mont. Code Ann. 30-14-401 through 30-14-409. Information qualifies only if it has value because it is not generally known and the owner takes reasonable steps to keep it secret. A misappropriation claim must be filed within 3 years after the misappropriation is discovered or should have been discovered (30-14-407), and a continuing misuse counts as a single claim.
Because the statute already protects genuine trade secrets, an NDA that labels ordinary skills, public industry knowledge or your general know-how as "confidential" adds risk for you without adding much legitimate protection for the employer.
How does 28-2-703 affect restrictions tucked into an NDA?
Section 28-2-703 says any contract restraining someone from exercising a lawful profession, trade or business is void to that extent, except as 28-2-704 and 28-2-705 allow (sale of goodwill and partnership dissolution). Montana courts have used the reasonableness test to uphold some employee covenants, but they read them narrowly, and the Montana Supreme Court in Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C. (2011) refused to enforce a covenant against an accountant whose firm chose to end the relationship without cause.
A clause in a Montana NDA that bars you from working for "any competitor" or contacting "any client" deserves to be read as a restraint of trade, not as a secrecy term.
Montana courts read confidentiality clauses alongside these rules rather than in isolation.
Montana sources checked 2026-10-09: Mont. Code Ann. Title 30, Ch. 14, Part 4 (Uniform Trade Secrets Act) · Trading Secrets: Montana Supreme Court on Wrigg (2011) · Mont. Code Ann. 28-2-703 · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Montana NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Montana law
- Return/destruction obligation and one-sided injunctive relief
Montana NDA FAQ
Is an NDA enforceable in Montana?
Yes, a reasonable confidentiality agreement is generally enforceable in Montana, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Montana?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Montana a reasonable non-compete can be enforceable, Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Montana?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Montana law.
Can Montana enforce a non-compete buried in an NDA?
Montana is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Montana agreement is too broad, what happens?
Courts may delete offending words, but will not rewrite the clause. That sits in between: wording that can be severed cleanly may survive, while a restriction written as one indivisible sentence may not. How the clause is punctuated and structured can decide the outcome.
Does it matter which state's law the agreement names?
It can, because Montana's neighbours do not all agree: North Dakota (void), Wyoming (limited). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Does Montana have its own law limiting NDAs about workplace harassment?
The main protection here is federal. The Speak Out Act of 2022 makes a nondisclosure or nondisparagement clause signed before a sexual assault or sexual harassment dispute unenforceable in that dispute. NDAs signed as part of a later settlement are outside that rule, so the wording of a Montana settlement agreement still matters and is worth reading closely.
How long does a Montana employer have to sue over leaked trade secrets?
Under Mont. Code Ann. 30-14-407, three years from when the misappropriation was discovered or reasonably should have been. The federal Defend Trade Secrets Act uses the same three-year discovery rule, so an NDA that tries to make you liable indefinitely for "any use" of information is reaching well beyond what either statute requires.
Asked to sign an NDA in Montana?
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Montana rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Montana law when you run your NDA, and you should confirm anything critical with a qualified attorney.