Maine independent contractor nda template

Maine Independent Contractor Non-Disclosure Agreement (NDA)

This Maine Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between [Disclosing Party Name], located at [Disclosing Party Address] (“Disclosing Party”), and [Receiving Party Name], located at [Receiving Party Address] (“Receiving Party”), in their capacity as an independent contractor.

Independent Contractor Relationship: Receiving Party is an independent contractor of the Disclosing Party, and this Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship. Receiving Party is not entitled to any benefits afforded to employees of the Disclosing Party.

Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:

• Proprietary business information, technical data, methods, processes, trade secrets as defined under Maine’s Uniform Trade Secrets Act (Me. Rev. Stat. tit. 10, §1541 et seq.), intellectual property, client data, vendor lists, pricing, internal communications, project documents, financials, non-public business plans, marketing strategies, product development materials.

Exclusions from Confidential Information:

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was already rightfully known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by written documentation.
• Is rightfully received by Receiving Party from a third party without any duty of confidentiality.
• Is required to be disclosed by law, subpoena, or regulatory obligation under Maine statutes, provided Receiving Party gives Disclosing Party prompt written notice, to the extent legally permissible, and cooperates in seeking a protective order or other appropriate remedy.

Permitted Use:

Receiving Party shall use the Confidential Information solely for the purpose of performing the contracted services under the specific project or engagement for Disclosing Party.

Receiving Party shall not use the Confidential Information for any personal advantage, to compete with Disclosing Party, or for any purpose not expressly authorized in writing by Disclosing Party.

Restricted Acts:

Receiving Party shall not, directly or indirectly, disclose, distribute, duplicate, transfer, or sell any Confidential Information without the prior written consent of Disclosing Party.

Receiving Party shall not leverage Confidential Information post-engagement in any way that violates Disclosing Party’s business interests, in accordance with Maine common law duties.

Security Measures:

Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Physical and electronic safeguards.
• Secure communication methods.
• Password protections.
• Restrictions on access and storage (including appropriate use of personal vs. client-provided devices).
• Adherence to industry standards relevant to the project and Disclosing Party’s operations.

Industry Regulatory Compliance:

If applicable, Receiving Party shall comply with all relevant Maine and federal statutes and regulations, including but not limited to HIPAA (for medical data) and PCI DSS (for payment data).

Receiving Party represents that they have prior training in, or agree to comply with, industry codes and regulations pertinent to the disclosed information.

Term of Confidentiality:

The obligations of confidentiality under this Agreement shall commence on the effective date of this Agreement or upon the first disclosure of Confidential Information, whichever is earlier, and shall continue:

• Option A: For a period of [Number] years following the termination of the Receiving Party's engagement with the Disclosing Party.
• Option B: In the case of trade secrets, for as long as the information qualifies as a trade secret under Maine law (Me. Rev. Stat. tit. 10, §1541 et seq.).

Return or Destruction of Confidential Materials:

Upon termination of services or upon Disclosing Party’s request, Receiving Party shall promptly return to Disclosing Party, or certify in writing the destruction of, all Confidential Information, including all originals and copies, in whatever form, and shall remove all such information from any backup locations.

Notification of Breach:

Receiving Party shall immediately notify Disclosing Party of any observed or suspected loss, breach, or unauthorized disclosure of Confidential Information.

Receiving Party shall cooperate with Disclosing Party in any investigation and remediation efforts and comply with Maine’s data breach notification requirements (Me. Rev. Stat. tit. 10, §1348 et seq.) if applicable.

Liabilities for Breach:

Receiving Party shall be liable for any breach of this Agreement, including indemnification for losses, injunctive relief (specific performance) as authorized by Maine courts, and entitlement to actual and consequential damages.

• Option A: Receiving Party shall pay liquidated damages of [Dollar Amount] for each breach.

Note: Liquidated damages must be reasonable and not serve as a penalty under Maine law.

Attorney's Fees:

In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Dispute Resolution:

• Option A: The parties shall first attempt to resolve any dispute through good faith negotiations. If negotiations fail, the parties agree to submit to mediation in [City, Maine].
• Option B: Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [City, Maine] in accordance with the rules of the American Arbitration Association.

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. The exclusive jurisdiction and venue for any legal action arising out of this Agreement shall be in the courts of the State of Maine.

Severability:

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

Entire Agreement; Amendment:

This Agreement, together with the Independent Contractor Agreement dated [Date of Independent Contractor 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.

No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

Assignment and Subcontracting:

• Option A: Receiving Party shall not assign or subcontract its obligations under this Agreement without the prior written consent of Disclosing Party.
• Option B: Receiving Party may subcontract portions of the work, but remains fully responsible for subcontractors' compliance with this NDA.

Whistleblower/Reporting Protection:

Nothing in this Agreement shall restrict Receiving Party’s rights to report possible violations of law to any governmental agency or entity, or to engage in any other activity protected by Maine whistleblower, labor, or professional reporting laws.

Public Disclosure:

Neither party shall make any public disclosure regarding the terms of this Agreement or the relationship between the parties without the prior written consent of the other party.

Updates and Amendments:

Disclosing Party reserves the right to update or amend this NDA in writing to comply with future changes in Maine law or evolving project requirements.

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

____________________________
[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

____________________________
[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

[Notarization Language, if required, as per Maine statutes]

State of Maine, County of [County Name]:

On this [Day] day of [Month], [Year], before me, the undersigned notary public, personally appeared [Name of Disclosing Party Representative], proved to me through satisfactory evidence of identification, which were [Description of Identification Used], to be the person whose name is signed on the preceding or attached document, and who swore or affirmed to me that the contents of the document are truthful and accurate to the best of their knowledge and belief.

Witness my hand and official seal.

____________________________
Notary Public Signature

My commission expires: [Date of Commission Expiration]