Maine investor nda template

Maine Investor Non-Disclosure Agreement

This Maine Investor Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date] by and between:

[Disclosing Party Name], a [Entity Type, e.g., Maine Corporation], with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party,"

Option A: If Disclosing Party is an individual: [Disclosing Party Name], residing at [Disclosing Party Address].

Option B: Contact Information: [Disclosing Party Phone Number], [Disclosing Party Email Address].

and

[Investor Name], a [Entity Type, e.g., Limited Partnership], with its principal place of business at [Investor Address], hereinafter referred to as "Investor."

Option A: If Investor is an individual: [Investor Name], residing at [Investor Address].

Option B: If Investor is a Fund: [Fund Name], managed by [Managing Partner Name], located at [Fund Address].

Option C: Contact Information: [Investor Phone Number], [Investor Email Address].

Option D: If a Fund: Tax ID/EIN [Tax ID].

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, or by any other means, relating to Disclosing Party's business, including, but not limited to:

Business plans and strategies.

Financial statements and projections.

Revenue projections and sales data.

Pre-investment due diligence materials.

Term sheets and deal structures.

Intellectual property assets, including patent applications, trademarks, and copyrights.

Technical data, specifications, and know-how.

Source code, software, and algorithms.

Prototypes, designs, and models.

Customer lists, supplier lists, and contact information.

Marketing strategies and plans.

Contracts and agreements.

Business processes and methods.

Legal and regulatory compliance data.

All supporting documents and digital communications.

Exclusions from Confidential Information

The following information is not considered Confidential Information:

Information that is or becomes publicly available other than as a result of a disclosure by Investor in violation of this Agreement.

Information that was already known to Investor prior to its disclosure by Disclosing Party, as evidenced by Investor's written records.

Information that is independently developed by Investor without use of or reference to the Disclosing Party's Confidential Information.

Information required to be disclosed by law, court order, or governmental regulation, provided that Investor provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy (to the extent legally permissible under Maine law).

Use of Confidential Information

Investor shall use the Confidential Information solely for the purpose of evaluating a potential investment in Disclosing Party.

Option A: Specifically, for conducting due diligence and negotiating the terms of a potential investment.

Option B: Specifically, for [Description of Allowed Use].

Investor shall not use the Confidential Information for any other purpose, including, but not limited to, competitive activities, personal gain, or disclosure to third parties (except as expressly permitted herein).

Protection of Confidential Information

Investor shall protect the Confidential Information from unauthorized disclosure using the same degree of care that Investor uses to protect its own confidential information of a similar nature, but in no event less than reasonable care in compliance with prevailing Maine standards.

Investor shall implement appropriate physical, electronic, and administrative safeguards to protect the Confidential Information.

Option A: These safeguards shall include, but are not limited to, password protection, encryption, and restricted access.

Option B: Comply with Maine Consumer Data Protection Act (Title 10 §1347-1350-B), if applicable.

Limited Access

Investor shall restrict access to the Confidential Information to its employees, agents, advisors, and affiliates who have a "need to know" such information for the purpose described in Section 3.

Option A: Representatives allowed access include [List Titles/Departments].

Option B: Each such individual shall be bound by confidentiality obligations at least as protective as those contained in this Agreement.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of disclosure.

Option A: Or, in perpetuity for information that constitutes a trade secret under the Maine Trade Secrets Act (Title 10 §1541-1548).

Option B: Alternatively, until [Date].

Return or Destruction of Confidential Information

Upon Disclosing Party's written request, or upon termination of discussions regarding a potential investment, Investor shall promptly return or destroy all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof.

Investor shall certify in writing to Disclosing Party that it has complied with the requirements of this section.

Notice of Unauthorized Disclosure

Investor shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information.

Option A: Such notice must comply with Maine's breach notification statute (Title 10 §1347 – §1350-B) if personal data is involved.

Compliance with Laws

Investor shall comply with all applicable federal and Maine laws and regulations, including, but not limited to, data protection laws, securities laws, and industry regulations.

Remedies for Breach

Investor acknowledges that unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate.

Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, including actual and statutory damages and reasonable attorney's fees.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If negotiation fails, the parties agree to attempt mediation in [City, Maine] before resorting to arbitration or litigation.

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.

The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Maine.

No License or Grant

Nothing in this Agreement shall be construed as granting Investor any license or other right to use the Confidential Information, except as expressly provided herein.

Option A: Non-circumvention: Investor agrees not to circumvent the Disclosing Party to engage in independent transactions with parties introduced by the Disclosing Party.

Exceptions

Notwithstanding the foregoing, Investor may disclose Confidential Information to its potential co-investors, limited partners, attorneys, accountants, and government authorities, provided that such disclosures are subject to confidentiality obligations at least as protective as those contained in this Agreement, and Disclosing Party receives advance notice.

Option A: List specific permissible disclosures [Specific Disclosures].

Amendments

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

Severability

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

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.

No Obligation to Transact

Nothing in this Agreement shall obligate Investor to invest in Disclosing Party.

Data Breach Protocol

In the event of a data breach or cyber incident involving Confidential Information, Investor shall comply with Maine's data breach notification laws, including timely notification to affected parties and regulatory bodies.

Acknowledgement

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions. Receipt of confidential information does not create a partnership or agency relationship.

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

Disclosing Party:

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

Investor:

By: [Investor Representative Name]

Title: [Investor Representative Title]