Maine nda template

Maine Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date] day of [Month], [Year], by and between:

• [Disclosing Party Name], a [Entity Type, e.g., Corporation or Individual], with a legal address at [Disclosing Party Address] (“Disclosing Party”),
• and
• [Receiving Party Name], a [Entity Type, e.g., Corporation or Individual], with a legal address at [Receiving Party Address] (“Receiving Party”).

Purpose

The Disclosing Party wishes to disclose certain confidential information to the Receiving Party.

• Option A: For the purpose of [Describe Purpose, e.g., evaluating a potential business transaction].
• Option B: For the purpose of [Describe Purpose, e.g., engaging the Receiving Party's services].

This Agreement is:

• Option A: Unilateral – only the Disclosing Party is disclosing Confidential Information.
• Option B: Mutual – both parties may disclose Confidential Information to each other.

Definition of Confidential Information

“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to:

• Business plans
• Financial data
• Research materials
• Trade secrets
• Technical specifications
• Customer lists
• Supplier lists
• Marketing strategies
• Software
• Other proprietary information

Exclusions from Confidential Information:

• Option A: Information that is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives.
• Option B: Information that was known to the Receiving Party prior to its disclosure by the Disclosing Party.
• Option C: Information that is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
• Option D: Information received by the Receiving Party from a third party who is not under any obligation to maintain its confidentiality.
• Option E: Information disclosed with the written consent of the Disclosing Party.

Obligations of Receiving Party

The Receiving Party agrees:

• To protect the Confidential Information using 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.
• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• To use the Confidential Information solely for the Purpose described above.

Additional Restrictions:

• Option A: The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information.
• Option B: The Receiving Party shall not duplicate or reproduce the Confidential Information without the prior written consent of the Disclosing Party.

Term

This Agreement shall commence on the Effective Date and continue for a term of [Number] years.

• Option A: The obligation to protect trade secrets shall continue perpetually.
• Option B: The Receiving Party's obligations under this Agreement shall survive termination for a period of [Number] years.

Compelled Disclosure

If the Receiving Party is required to disclose Confidential Information pursuant to a law, regulation, subpoena, or court order, the Receiving Party will:

• Option A: Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure.
• Option B: Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy to limit the scope of disclosure.

Exceptions to Confidentiality

The obligations of confidentiality shall not apply to information that:

• Option A: Is or becomes publicly available through no fault of the Receiving Party.
• Option B: Was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party.
• Option C: Is rightfully received by the Receiving Party from a third party without restriction.
• Option D: Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall:

• Option A: Promptly return to the Disclosing Party all Confidential Information, including all copies and extracts thereof.
• Option B: Promptly destroy all Confidential Information, including all copies and extracts thereof, and certify such destruction to the Disclosing Party in writing.

Remedies for Breach

The Disclosing Party shall be entitled to the following remedies for any breach of this Agreement by the Receiving Party:

• Option A: Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Option B: Recovery of actual damages sustained by the Disclosing Party as a result of the breach.
• Option C: Liquidated damages in the amount of [Dollar Amount] per breach.
• Option D: Recovery of attorneys’ fees and costs incurred in enforcing this Agreement.

Retention of Copies

The Receiving Party may retain copies of Confidential Information:

• Option A: For archival or record-keeping purposes only, subject to the ongoing obligations of confidentiality under this Agreement.
• Option B: Only if required by applicable law or regulation.

No License

This Agreement does not create any license, ownership, or assignment rights in or to the Confidential Information. No other rights are granted except for the limited right to use the Confidential Information for the Purpose.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine.

• Option A: The exclusive jurisdiction for any disputes arising out of or relating to this Agreement shall be in the state and federal courts located in [County Name] County, Maine.
• Option B: The parties agree to non-exclusive jurisdiction of Maine courts.

Dispute Resolution

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

• Option A: Mediation in [City, Maine].
• Option B: Binding arbitration in accordance with the rules of the American Arbitration Association.
• Option C: Litigation in the courts of Maine.

Scope and Application

This Agreement shall apply to:

• Option A: The Receiving Party’s affiliates and subsidiaries.
• Option B: The Receiving Party’s employees, agents, and representatives.

The Receiving Party shall be liable for any breach of this Agreement by its representatives.

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.

Amendments

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

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Counterparts

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.

Maine Legal Considerations

This Agreement is intended to comply with Maine law, including the Maine Uniform Trade Secrets Act. It shall not be interpreted to restrict disclosures protected by whistleblower laws or other legal requirements.

Employment-Related Agreements (If Applicable)

(Include if this Agreement relates to employment in Maine)

• Notice: Maine law provides certain rights to employees regarding disclosure of information.
• Exclusions: This Agreement does not prevent disclosure to law enforcement or government agencies.

Signature

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

_______________________________
[Disclosing Party Name]

By: [Name of Signatory]

Title: [Title of Signatory]

Date: [Date]

_______________________________
[Receiving Party Name]

By: [Name of Signatory]

Title: [Title of Signatory]

Date: [Date]

Optional Clauses

• Notarization: (Optional) This Agreement may be acknowledged before a notary public.
• Notice: Any notice required or permitted 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 email to the addresses set forth above.
• Exclusivity: (Optional) The Receiving Party agrees not to enter into any similar agreement with any competitor of the Disclosing Party for a period of [Number] years.
• Assignment: (Optional) This Agreement:
  
  • Option A: May be assigned by the Disclosing Party to a successor entity in the event of a merger, acquisition, or reorganization.
  • Option B: May not be assigned by either party without the prior written consent of the other party.
• Electronic Signatures: (Optional) This Agreement may be executed and delivered electronically, and electronic signatures shall be considered original signatures for all purposes.
• Compliance: (If Applicable, e.g., HIPAA) The Receiving Party agrees to comply with all applicable federal and state laws and regulations, including but not limited to [List Relevant Laws, e.g., HIPAA, GLBA, Maine data privacy laws].