Maine consultant nda template

Maine Consultant Non-Disclosure Agreement

This Maine Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

• [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] (“Discloser”), and
• [Consultant Name], residing at [Consultant Address] (“Recipient”).

WHEREAS, Discloser possesses certain confidential information and desires to disclose such information to Recipient for the limited purpose of consulting services; and

WHEREAS, Recipient is willing to receive such confidential information and to protect the confidentiality thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Purpose

• The purpose of this Agreement is to protect the Confidential Information (as defined below) of the Discloser, which may be disclosed to the Recipient in connection with the consulting services to be performed by Recipient for Discloser, as described in [Description of Consulting Project/Scope]. These services will include, but are not limited to: [List of Deliverables/Services].

2. Definition of Confidential Information

• "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, electronically, visually, or in writing, including but not limited to:
• Technical data, trade secrets, know-how, inventions, formulas, processes, designs, sketches, photographs, graphs, drawings, samples, models, customer lists, pricing information, marketing plans, business plans, financial information, forecasts, personnel information, and any other information of a confidential or proprietary nature relating to Discloser's business.
• Notes, analyses, compilations, studies, summaries, and other materials prepared by or for Recipient containing, based upon, or derived from the Discloser’s Confidential Information.
• Option A: Specific Exclusions from Confidential Information:
• Information that was rightfully known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient’s pre-existing written records.
• Information that is independently developed by Recipient without reference to the Discloser’s Confidential Information.
• Information that is or becomes publicly available through no fault of Recipient or its agents.
• Information required to be disclosed by applicable Maine law, court order, or governmental regulation, provided that Recipient provides Discloser with prompt written notice to allow Discloser to seek a protective order or other appropriate remedy.
• Option B: No Exclusions:
• All information disclosed is considered confidential.

3. Permitted Use

• Recipient shall use the Confidential Information solely for the purpose of performing the consulting services as described in Section 1.
• Recipient shall not use the Confidential Information for its own benefit or the benefit of any third party.
• Option A: No further sub-licensing is permitted.
• Option B: Sub-licensing is permitted only with prior written approval from the Discloser.

4. Non-Disclosure Obligations

• Recipient shall protect the Confidential Information from unauthorized disclosure using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a commercially reasonable standard of care.
• Recipient shall limit access to the Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the purpose of performing the consulting services.
• All employees, agents, or subcontractors shall be bound by confidentiality obligations at least as protective as those contained in this Agreement. Recipient is responsible for ensuring their compliance.
• Option A: Subcontractors must execute individual NDAs with Discloser.
• Option B: Subcontractors must execute NDAs with the Recipient, which are pre-approved by Discloser.

5. Term and Termination

• This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon [Number] days written notice to the other party.
• The confidentiality obligations under this Agreement shall survive termination of this Agreement.
• Option A: The confidentiality obligations for trade secrets shall continue perpetually, consistent with Maine’s trade secret law (Title 10, Chapter 302). The confidentiality obligations for all other Confidential Information shall continue for a period of [Number] years from the date of disclosure.
• Option B: The confidentiality obligations shall continue for a period of [Number] years from the date of termination.

6. Return of Confidential Information

• Upon termination of this Agreement, or upon Discloser’s request, Recipient shall immediately return to Discloser all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.
• Alternatively, at Discloser’s option, Recipient shall destroy all such Confidential Information and provide Discloser with written certification of such destruction.
• This return or destruction must also include deletion from any device, system, or cloud-based account owned or controlled by the Recipient.

7. Breach Notification

• Recipient shall immediately notify Discloser of any actual or suspected breach of this Agreement or any unauthorized disclosure or use of the Confidential Information.
• Recipient shall cooperate fully with Discloser in investigating any such breach and in taking any remedial action.

8. Remedies

• Recipient acknowledges that any breach of this Agreement would cause irreparable harm to Discloser for which monetary damages would be inadequate.
• Discloser shall be entitled to seek injunctive relief in any court of competent jurisdiction in Maine to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• Recipient shall indemnify and hold Discloser harmless from any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) incurred by Discloser as a result of any breach of this Agreement by Recipient.
• The remedies outlined here are cumulative and do not preclude pursuit of additional statutory or common law claims available under Maine law.

9. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflict of law principles.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County] County, Maine.

10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

11. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

12. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

13. Independent Contractor

Recipient is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, or joint venture relationship between Discloser and Recipient.

14. Data Privacy

To the extent that Recipient has access to any personal data of Discloser’s customers, employees, or other individuals, Recipient shall comply with all applicable Maine data privacy and protection laws, including [Cite Relevant Maine Statutes, e.g., Maine’s Act to Protect the Privacy of Online Consumer Information].

15. Reverse Engineering

Recipient shall not reverse engineer, decompile, or disassemble any software or other technology disclosed by Discloser.

16. Compelled Disclosure

If Recipient is required to disclose Confidential Information pursuant to a subpoena, court order, or other legal process, Recipient shall provide Discloser with prompt written notice of such requirement, to allow Discloser to seek a protective order or other appropriate remedy.

17. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier service to the addresses set forth above. Email notification is permitted, but only when followed up with a physical confirmation as outlined above.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Attorneys’ Fees

In the event of any litigation or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. [Optional: Subject to Maine Rule of Civil Procedure regarding Offers of Judgment]

20. Acknowledgment

Each party acknowledges that it has reviewed this Agreement with independent legal counsel or has had the opportunity to do so.

21. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures and shall be admissible as evidence of the agreement of the parties under Maine’s Uniform Electronic Transactions Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Company Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Consultant Name]

By: [Consultant Name]