Montana State University (MSU) enters into hundreds of non-disclosure agreements with potential partners and vendors per year. These agreements generally address the disclosure of confidential information as part of preliminary discussions prior to entering a formal collaboration agreement. In order to expedite the review and approval of non-disclosure agreements, the MSU Office of Legal Counsel has developed a standard non-disclosure agreement (NDA) with terms that meet MSU’s public contracting requirements as an agency of the State of Montana. The MSU template is the preferred method of entering into a non-disclosure or confidentiality agreement with the university. 

Please note that as an agency of the State of Montana, MSU’s public contracting requirements include, but are not limited to, the following: 

  • Governing Law and Jurisdiction:

    • MSU has no legal authority to bind the State of Montana to the laws ofanother state by contract and is prohibited under state law fromagreeing to the jurisdiction or venue of another state or country. See18-1-401 and 18-1-403, MCA. MSU requires Montana governing law andjurisdiction unless MSU is contracting with another public agency, inwhich case the agreement may remain silent on governing law andjurisdiction.

  • Confidentiality of Records:

    • MSU is subject to the Montana Public Records Act and must evaluaterequests for public records based upon Montana law. Generally, themere existence and terms of public contracts are not confidential andcannot be designated as such.

  • Indemnification:

    • MSU has no legal authority to bind the treasury of the State of Montanato future expenditures in the form of indemnification and may not enterinto an agreement to hold a party harmless or to indemnify a party fromprospective damages. MSU’s state self-insurance program covers onlythe tort liability of MSU officers, agents, and employees, and MSU maynot contractually expand the limited waiver and coverage of the stateself-insurance plan to include third parties.

  • Export Control:

    • Each party is obligated to comply with all applicable U.S. export lawsand regulations, including the International Traffic in Arms Regulations(ITAR) and the Export Administration Regulations (EAR). 

  •  Reporting Requirements for Federally Funded Projects:

    • For non-disclosure agreements regarding projects supported by U.S.federal funds, the agreements must be consistent with and notsupersede, conflict with, or otherwise alter any obligations, rights, orliabilities created by existing statute or Executive order relating to (1)classified information, (2) communications to Congress, (3) thereporting to an Inspector General of a violation of any law, rule, orregulation, or mismanagement, a gross waste of funds, an abuse ofauthority, or a substantial and specific danger to public health or safety,or (4) any other whistleblower protection.

MSU recognizes some discussions of confidential information and potential partnerships may require non-disclosure agreements with additional terms beyond those included in MSU’s standard agreement. In these instances, MSU encourages other parties to add redline edits to the MSU template for further review. MSU may be willing to accept another party’s non-disclosure agreement template.  However, please note that all such agreements must include the public contracting requirements described above and must be approved by MSU’s Office of Legal Counsel. If you request use of a non-MSU template, please ensure compliance with the requirements listed above prior to submitting for MSU review. 

Should you have questions or wish to discuss in further detail, please contact Daniel Juliano in MSU's Technology Transfer Office, at daniel.juliano@montana.edu or (406) 994-7483. 


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