Maine mutual nda template

Maine Mutual Nondisclosure Agreement

This Maine Mutual Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], a [Entity Type] with its principal place of business at [Business Address], and registered agent [Registered Agent Name] at [Registered Agent Address] (hereinafter referred to as “Disclosing Party”), whose contact person is [Contact Name] at [Contact Phone] and [Contact Email];
• and
• [Receiving Party Name], a [Entity Type] with its principal place of business at [Business Address], and registered agent [Registered Agent Name] at [Registered Agent Address] (hereinafter referred to as “Receiving Party”), whose contact person is [Contact Name] at [Contact Phone] and [Contact Email].

WHEREAS, the Disclosing Party and the Receiving Party (collectively, the "Parties") desire to explore a potential business relationship; and

WHEREAS, in connection with such exploration, each Party may disclose to the other certain Confidential Information (as defined below).

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by inspection, 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. Confidential Information includes, but is not limited to:

• Business plans
• Trade secrets as defined by the Maine Uniform Trade Secrets Act (MUTSA, 10 M.R.S.A. §§1541–1548)
• Technical data
• Proprietary formulas
• Inventions
• Software code
• Customer and vendor lists
• Marketing strategies
• Financial data
• Pricing
• Product designs
• Manufacturing processes
• Contracts or proposals

• Option A: Orally disclosed information will only be considered confidential if (a) identified as confidential at the time of disclosure, and (b) summarized in writing and delivered to the Receiving Party within [Number] days of the oral disclosure.
• Option B: All orally disclosed information will be considered confidential without requirement of summary if circumstances prevent written summary.

Exclusions from Confidential Information

The obligations of this Agreement shall not apply to any information that:

• Is already lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as demonstrated by documentary evidence.
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as demonstrated by documentary evidence.
• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information.
• Is required to be disclosed by applicable Maine law or court order, provided that the Receiving Party gives the Disclosing Party reasonable advance written notice of such required disclosure (to the extent legally permissible) and cooperates with the Disclosing Party to obtain a protective order or other appropriate relief.

Use of Confidential Information

The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of [Describe Purpose of Disclosure, e.g., evaluating a potential business transaction, performing services] (the "Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose whatsoever, and shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent.

Standard of Care

The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall comply with all applicable Maine laws and industry regulations regarding the protection of Confidential Information, including, but not limited to, [Cite Relevant Laws e.g., HIPAA, FERPA, GLBA, Maine ISP privacy and consumer data laws (35-A M.R.S.A. §9301 et seq.), restrictions around social security numbers (10 M.R.S.A. §1346 et seq.)].

Employee and Contractor Access

The Receiving Party shall limit access to the Disclosing Party’s Confidential Information to those of its employees, agents, and contractors who have a need to know such information for the Purpose. The Receiving Party shall ensure that all such employees, agents, and contractors are bound by written confidentiality obligations that are no less restrictive than those contained in this Agreement. The Receiving Party shall be liable for any breach of this Agreement by its affiliates, agents, or subcontractors.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for:

• Option A: A period of [Number] years from the date of disclosure.
• Option B: A period of [Number] years from the termination of the Parties’ business relationship.
• Option C: With respect to any information that constitutes a trade secret under the Maine Uniform Trade Secrets Act (MUTSA, 10 M.R.S.A. §§1541–1548), the obligations of confidentiality shall continue indefinitely.

Return of Confidential Information

Upon the termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all tangible embodiments of the Disclosing Party’s Confidential Information, including, without limitation, all documents, drawings, models, computer disks, and other media, and all copies thereof, or, at the Disclosing Party’s option, destroy such materials and provide the Disclosing Party with written certification of such destruction. The Receiving Party shall also erase any Confidential Information from its computer systems, to the extent reasonably practicable and permissible under Maine law and the Parties' technical capabilities, and confirm in writing that it has done so.

Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, access, or use of the Disclosing Party’s Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in any reasonable effort to mitigate the effects of such unauthorized disclosure, access, or use, including, without limitation, assisting the Disclosing Party in pursuing legal remedies against any third party who has wrongfully obtained or used the Confidential Information. The Receiving Party acknowledges Maine’s breach notification requirements under 10 M.R.S.A. §1347 et seq. and will comply accordingly.

Remedies for Breach

The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement by the Receiving Party. Therefore, the Disclosing Party shall be entitled to specific performance and injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Injunctive relief may be sought in Maine courts. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

No License or Ownership Transfer

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right in or to the Disclosing Party’s Confidential Information, except as expressly set forth in this Agreement. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party.

Mutual Obligations

The obligations under this Agreement are mutual. Each Party is both a Disclosing Party and a Receiving Party with respect to its own Confidential Information.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: The Parties shall first attempt to resolve the dispute through good faith negotiation. If the Parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Maine]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: The Parties shall first attempt to resolve the dispute through good faith negotiation. If the Parties are unable to resolve the dispute through negotiation, then either party may bring an action in the state or federal courts located in [County], Maine.

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflict of laws principles. The venue for any legal action arising out of or relating to this Agreement shall be in [County], Maine.

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, between the Parties with respect to such subject matter.

Amendments in Writing

No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both Parties.

Severability

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

Conflicts with Restrictive Covenants or Employment Statutes

Nothing in this Agreement shall be construed to unlawfully restrict employee mobility or override Maine's prohibition on noncompetes for certain categories (26 M.R.S.A. §599-A). This NDA is limited to protecting bona fide confidential, proprietary, or trade secret information only.

Conflicting Obligations

If either Party is subject to federal or other state compliance (e.g., cross-border, national security, or government contract obligations), it shall notify the other Party promptly and the Parties shall cooperate in good faith to reconcile any conflicting obligations.

Execution

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.

• Option A: Acknowledgment of signatures.
• Option B: Notarial form attached.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]