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What is a Maine Non-Disclosure Agreement?

A Maine non-disclosure agreement (NDA), also known as a confidentiality agreement, is used to prevent employees and independent contractors from disclosing trade secrets to the public or competitors. For a Maine non-disclosure agreement to be legally binding, it must be carefully worded.

Generally, a unilateral NDA is made in an offer of employment to prospective employees. It may also be part of a subcontractor agreement. Before writing an NDA to protect your business interests or before signing one, you should seek out legal advice.

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Sample Maine Non-Disclosure Agreement

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Maine State Laws

Maine’s Uniform Trade Secrets Act, 10 M.R.S. §§ 1541 through 1548 , regulates non-disclosure agreements. Maine’s Uniform Trade Secrets Act also provides the type of relief that a business may be entitled to receive if the NDA is violated by a contractor or employee.

To provide additional protection, this document may be used along with a Maine non-compete agreement .

Definition of “Trade Secrets”

The definition of “trade secret” for the State of Maine is found in 10 M.R.S. § 1542 . This section of Maine’s Uniform Trade Secrets Act defines a “trade secret” as information like a formula, pattern, compilation, program, device, method, technique, or process that has potential or actual monetary value to the business.

A trade secret’s value occurs because the information isn’t generally known to the public. It’s also not something that another business could easily come up with and do. Trade secrets must be kept secret through reasonable efforts put forth by the company wanting to protect that information.

How to Write a Maine Non-Disclosure Agreement

To write a basic Maine non-disclosure agreement, first review the Maine Uniform Trade Secrets Act. While this will help you better understand how to write an NDA, it is not a substitute for getting qualified legal advice. You can save your template in Microsoft Word (.docx) for easy editing.

  • The first paragraph identifies the parties and their roles. The Disclosing Party is the business with the trade secrets. The Receiving Party is the third party, such as the employee or independent contractor. Next, the scope of the agreement is determined. A non-disclosure agreement is used to prevent the misappropriation of trade secrets. Finally, this paragraph should include an effective date.
  • Maine's definition of trade secrets. Maine defines a trade secret as information such as a formula, pattern, compilation, program, device, method, technique, or process, with actual or potential monetary value to the business. The information cannot be common knowledge and it cannot be something easily known to the industry. Your business must take reasonable efforts to keep the information protected.
  • Exemptions to confidential status. Examples include information released to the public through no fault of the receiving party, discoveries or creations of the receiving party before they are provided to the disclosing party, something learned by the receiving party on their own without the assistance of the disclosing party or their agent, or something shared by the receiving party with the written consent of the disclosing party.
  • Obligations of the receiving party. Examples include maintaining the trade secrets presented in the strictest of confidence, limiting access to the information without the written consent of the disclosing party, and not using the information for their benefit without the consent of the disclosing party.
  • Relationship clause. The relationship clause is important in many Maine non-disclosure agreements. It states that nothing written in the body of the agreement makes either party a partner, employee, or joint venturer of the other.
  • Jurisdiction clause. This clause states that the laws of Maine will govern the agreement.
  • Severability clause. This clause states that if a court holds a clause in the NDA as invalid, the remainder of the agreement will be enforced.
  • Integration clause. This clause states that NDA presents the complete understanding of the parties related to the subject matter and that the agreement supersedes all previous proposals, agreements, representations, and understandings. It also states that the agreement may only be amended in writing and only if the amendment is signed by the parties,
  • Waiver clause. This clause states that a party's failure to exercise a right presented in the NDA does not waive its prior or subsequent rights.

At the end of the agreement, there should be a signature line for the Disclosing Party and the Receiving Party as well as their printed name. There should also be a space to place the date that the document was signed. Each party should receive a copy of the executed document for their records.

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