Maine partnership nda template

Maine Partnership Non-Disclosure Agreement

This Maine Partnership Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Legal Name], a [Entity Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business at [Disclosing Party Business Address] (“Disclosing Party”),
• and
• [Receiving Party Legal Name], a [Entity Type, e.g., General Partnership, Limited Partnership, LLP] with its principal place of business at [Receiving Party Business Address] (“Receiving Party”).

RECITALS

WHEREAS, Disclosing Party and Receiving Party are [Context: prospective formation, ongoing business relationship, partner onboarding, collaboration with outside parties, or information exchanges with employees, service providers, or third parties]; and

WHEREAS, in connection with the [Context], Disclosing Party may disclose to Receiving Party certain Confidential Information (as defined below); and

WHEREAS, Disclosing Party desires to protect the Confidential Information from unauthorized use and disclosure;

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

Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, electronically, or in writing, 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. Such information includes, but is not limited to, the following, with reference to Maine’s Uniform Trade Secrets Act (Title 10, Chapter 302):

• Partnership financial statements
• Business plans
• Proprietary technology
• Client and supplier lists
• Pricing data
• Partnership agreements
• Operational procedures
• Employee/partner personal information
• Tax and legal documents
• Marketing strategies
• Investment information
• Any other designated confidential materials

Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of Receiving Party.
• Was already in Receiving Party’s lawful possession prior to its disclosure by Disclosing Party.
• Is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Is rightfully received by Receiving Party from a third party without restriction on disclosure.
• Is required to be disclosed by applicable Maine law, court order, regulatory requirement, or government authority. Receiving Party shall provide prompt prior written notice to Disclosing Party of such requirement and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy. Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

Permitted Purpose

• Option A: The Confidential Information may be used by Receiving Party solely for the purpose of [Permitted Purpose, e.g., evaluation of partnership opportunities].
• Option B: The Confidential Information may be used by Receiving Party solely for the purpose of [Permitted Purpose, e.g., fulfillment of agreed collaboration].
• Option C: The Confidential Information may be used by Receiving Party solely for the purpose of [Permitted Purpose, e.g., provision of specific services].

Use and access are strictly limited to those purposes and expressly authorized individuals. No other use, copying, or disclosure is allowed.

Obligations of Receiving Party

• Option A: Receiving Party shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Receiving Party uses to protect its own confidential information of a like nature, referencing Maine regulatory requirements for data protection and breach notification (1 M.R.S. §541 et seq.).
• Option B: Receiving Party shall implement and maintain reasonable security measures, including password protection, access limits, and secure data transfer protocols, and any specific partnership-imposed protocols.
  • Electronically stored information must be handled according to best practices.
  • Hardcopy materials must be stored securely.

Receiving Party shall restrict access to the Confidential Information to its employees, affiliates, and consultants who have a need to know such Confidential Information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years after the termination of the partnership.
• Option B: With respect to trade secrets, the obligations of confidentiality under this Agreement shall continue as long as the information remains protected as a trade secret under Maine law.

Return or Destruction of Confidential Information

• Option A: Upon the written request of Disclosing Party, or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Upon the written request of Disclosing Party, or upon termination of this Agreement, Receiving Party shall promptly destroy all Confidential Information in its possession or control, including all copies thereof, and shall provide Disclosing Party with written certification of such destruction.

Reporting Obligations

Receiving Party shall promptly notify Disclosing Party in writing of any actual or suspected unauthorized disclosure or use of the Confidential Information. Receiving Party shall cooperate with Disclosing Party in any investigation or remedial action relating to such unauthorized disclosure or use, adhering to Maine’s data breach notification timelines and requirements.

Remedies

• Option A: In the event of a breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to all available legal and equitable remedies, including but not limited to damages (direct, indirect, and consequential) and injunctive relief.
• Option B: Disclosing Party shall be entitled to injunctive relief without the need to prove irreparable harm.

Receiving Party shall pay Disclosing Party’s reasonable attorney’s fees incurred in enforcing this Agreement, as allowed by Maine contract law.

Dispute Resolution

• The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation.
• Option A: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in Portland, Maine.
• Option B: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in [City], 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 parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Maine for any action arising out of or relating to this Agreement, explicitly waiving out-of-state venues.

Compliance with Laws

Receiving Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement, including any industry-specific requirements in Maine (such as insurance data, health or legal records, fiduciary duties under Title 31 partnerships statutes, or other profession-specific rules).

Amendment, Waiver, and Assignment

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the party at its address set forth above.

Electronic Signatures

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. Electronic signatures shall be accepted as valid and binding, compliant with Maine Uniform Electronic Transactions Act.

Integration Clause

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.

Multi-Partner Scenario Tailoring Note

In multi-partner scenarios, each partner must enforce this NDA with respect to its employees and agents.

Disclosure to Advisors Carve-Out (Optional)

Nothing in this Agreement shall prevent Receiving Party from disclosing Confidential Information to its attorneys, accountants, and other regulated advisors who are bound by professional confidentiality obligations under Maine law.

Whistleblower Protections

Nothing in this Agreement shall be construed to limit or impede any statutory whistleblower rights or protected disclosures under applicable law.

No Partnership or Agency

This Agreement does not create any partnership, joint venture, agency, or other relationship between the parties other than that of independent contractors.

Interpretation

Any ambiguities in this Agreement shall be resolved by mutual agreement of the parties and, if necessary, by reference to the principles of Maine contract law.

Equitable Remedies and Modifications

Disclosing Party reserves the right to seek equitable remedies for breach of this Agreement and to modify its confidentiality processes to comply with any changes in Maine statutes or partnership rules.

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

[Disclosing Party Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Receiving Party Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]