Maine employee nda template

Maine Employee Non-Disclosure Agreement (NDA)

This Maine Employee Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address], Maine (“Employer”), and [Employee Legal Name], residing at [Employee Address], Maine (“Employee”).

1. Definition of Confidential Information:

Option A: “Confidential Information” means any and all information disclosed by Employer to Employee, whether orally, in writing, electronically, or by any other means, that relates to Employer’s business, including, but not limited to:

• Trade secrets as defined by the Maine Uniform Trade Secrets Act (MUTSA, 10 M.R.S.A. §1541 et seq.).
• Proprietary business information, financial data, internal policies and processes, marketing strategies, customer and vendor lists, pricing models.
• All written, verbal, electronic, and physical forms of such information.
• Specific regulated industry data (e.g., healthcare information subject to HIPAA, financial data subject to GLBA if applicable to Employer's business).

Option B: "Confidential Information" includes, but is not limited to, any information concerning [Employer Legal Name]'s technology, designs, formulas, customer lists, financial information, sales and marketing plans, business plans, projections, and strategies that are not generally known to the public.

Option C: Confidential Information also includes information received by the Employer from third parties which the Employer is obligated to treat as confidential.

2. Exclusions from Confidential Information:

Option A: The obligations under this Agreement shall not apply to information that:

• Is or becomes generally available to the public other than as a result of disclosure by Employee in violation of this Agreement.
• Was already known to Employee prior to its disclosure by Employer, as evidenced by Employee’s written records.
• Is independently developed by Employee without use of or reference to the Confidential Information.
• Is lawfully obtained by Employee from a third party who has the right to disclose it.
• Is required to be disclosed by law, judicial order, or government regulation; provided, however, that Employee shall provide Employer with prompt written notice of such requirement prior to disclosure, if legally permissible, and shall cooperate with Employer in seeking a protective order or other appropriate remedy.

Option B: Information that is approved for release by written consent of [Employer Title].

3. Use and Disclosure Restrictions:

Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee’s assigned job duties and responsibilities for Employer.

• Employee shall not, directly or indirectly, use, disclose, or disseminate the Confidential Information to any third party without the prior written consent of Employer.

Option B: Employee shall not use Confidential Information for personal gain or for the benefit of any third party.

4. Employee Obligations:

Option A: Employee shall take all reasonable and practicable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Storing Confidential Information in a secure location.
• Restricting access to Confidential Information to only those employees who have a need to know.
• Complying with all of Employer’s policies and procedures regarding the protection of Confidential Information, including any industry-required policies as mandated by Maine law.

Option B: Upon termination of employment, Employee shall immediately return to Employer all documents and materials containing Confidential Information, including all copies thereof, whether in tangible or electronic form.

5. Term of Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall continue during Employee’s employment with Employer and for a period of [Number] years following the termination of such employment.

Option B: If the Confidential Information constitutes a trade secret under Maine statute, the obligations of confidentiality shall continue for as long as such information remains a trade secret.

6. Return of Materials:

Option A: Upon termination of Employee’s employment, or upon Employer’s written request, Employee shall immediately return to Employer all tangible and electronic materials containing Confidential Information, including all copies thereof.

Option B: Employee shall certify in writing that Employee has returned or destroyed all such materials.

7. Notification of Unauthorized Disclosure:

Option A: Employee shall immediately notify Employer of any known or suspected unauthorized access, use, or disclosure of the Confidential Information.

Option B: Employee shall fully cooperate with Employer in investigating any such unauthorized access, use, or disclosure.

8. Remedies for Breach:

Option A: In the event of a breach of this Agreement by Employee, Employer shall be entitled to:

• Recover actual damages.
• Obtain equitable relief, including specific performance and injunctive relief.
• Recover attorney’s fees, to the extent permitted by Maine law.

Option B: The remedies available to Employer shall be cumulative and not exclusive.

9. Dispute Resolution:

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through:

• Good faith negotiation between the parties.
• If negotiation fails, mediation in [City], Maine.
• If mediation fails, binding arbitration in [City], Maine, pursuant to the rules of the American Arbitration Association.

Option B: Any litigation arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County] County, Maine, and shall be governed by the laws of the State of Maine, including MUTSA, contract statutes, and relevant industry regulations.

10. Compliance with Laws:

Option A: Employee shall comply with all applicable Maine data protection laws and regulations, including the Act to Protect the Privacy of Online Consumer Information, 35-A M.R.S.A. §9301 et seq., as applicable.

Option B: This Agreement shall be interpreted and enforced in accordance with the laws of the State of Maine and applicable federal laws.

11. Protected Rights:

Option A: Nothing in this Agreement shall be construed to prevent Employee from filing reports with regulators, engaging in lawful whistleblower conduct, or sharing information as required by law.

Option B: This Agreement is subject to Maine public policy and applicable federal statutes protecting such rights.

12. Miscellaneous:

Option A: This Agreement may be amended or waived only by a writing signed by both parties.

Option B: No implied rights are created by this Agreement.

Option C: This Agreement is not a noncompete agreement and does not restrict Employee’s ability to work for other employers after the termination of Employee’s employment with Employer. (Note: Noncompete agreements for employees earning at or below Maine's minimum wage are prohibited and must be separately drafted per Maine law, 26 M.R.S.A. §599-A.)

13. Acknowledgment:

Option A: Employee acknowledges that Employee has read, understood, and voluntarily entered into this Agreement.

Option B: Employee acknowledges that Employee has received good and valuable consideration for entering into this Agreement, including employment with the Employer.

14. Scope:

Option A: This Agreement applies to all forms of employment, including full-time, part-time, temporary, at-will, or contract employees.

Option B: The specific working relationship and project or job functions of the Employee are subject to the practices of enterprises or branches operating within the State of Maine.

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

____________________________

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

____________________________

[Employee Legal Name]