Maine NDA Template
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A Maine NDA, or “nondisclosure agreement,” is a legal agreement involving two or more parties that outlines which information must be kept confidential by you and the other party. Startups and businesses commonly use NDAs as a safety net, ensuring employees, potential partners, and others don't reveal sensitive information. This helps protect valuable assets such as trade secrets, business strategies, and client contact lists from being exposed to the public or falling into the hands of competitors.
Trade Secret Definition in Maine
“Trade secret” means information, including, but not limited to, a formula, pattern, compilation, program, device, method, technique or process, that:
A. Derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and
B. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Maine Uniform Trade Secrets Act § 1542(4))
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Read on to learn more about Maine NDAs, including:
What's included in a Maine NDA?
Here are some key components that are typically included in a Maine Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
The NDA has two main roles, namely the Disclosing Party (the one sharing the confidential information) and the Receiving Party (the one receiving the confidential information). In a unilateral NDA, these roles are well-defined, distinguishing between the party disclosing and the party receiving the secrets. However, in a mutual NDA, both parties could don both hats. A crucial thing to note when filling these sections is the distinction between "Company Name" and "individual." If you're an individual and not a company, your legal name would suffice in either role.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
When creating your NDA, it's crucial to precisely outline what “confidential” information is. Although it might seem obvious, the devil's in the details. For instance, if a boss expressed, "Everything I divulge over the next 2 years is confidential," and afterward, you shared seemingly harmless information, would that be a breach of the NDA? To avoid ambiguity, it's key to elaborate but not overly narrow or widen the spectrum of confidential information under the agreement.
Majority of businesses follow the model template for confidentiality definition. If you're uncertain, you can refer to our comprehensive guide to defining confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
Every NDA, including our template, requires you to denote the “purpose” of the agreement. This could be articulated as, “to manufacture a prototype product for the disclosing party,” or “to evaluate the potential business relationship between the two parties.” The purpose is pivotal as it outlines the context under which the confidential information can be utilized.
Imagine hiring a web developer and disclosing your business plans to better their understanding of the website to be built. In this case, you would want the purpose to be very specific about the parts of the website the developer will be working on. By narrowing down the purpose, you prevent the misuse of confidential information for self-benefit or creating a parallel, competing company.
Typically, the language used in our template suffices for most cases but don't hesitate to customize it to your specific situation.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The way confidential information is used links directly to why you've signed an NDA. The provision essentially mandates that the confidential information can only be used for its predetermined purpose. Although this might seem obvious, think about a scenario where the receiver exploits the disclosed information for other gains. This provision provides an additional layer of security, binding both parties to keep sensitive discussions private and safeguarded from unwanted external influences.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
When you're sharing your sensitive information with the “Recipient”, a few intertwined concerns arise. What if the Recipient is an enterprise? Or what if the recipient wishes to share the info with a legal advisor? These are where the “Limited Access” section of your NDA steps in.
In the majority of situations, the template’s language suffices. However, you might want to reflect on who needs to know the information, and restrict its access accordingly. Whenever the Recipient discloses the information, they should ensure that the new party also agrees to an NDA with identical terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
When drafting an NDA, it is also essential to add the "exclusions." These are the elements that do not qualify as confidential information and are therefore not covered by the NDA. Adding exclusions increases the chances of your NDA being upheld in court when a dispute arises. Unless you have already disclosed confidential information to the recipient, exclusions written in the general agreement template should work well for most scenarios.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This section relates to the period, or term, under which the NDA holds valid. This could range from a brief engagement spanning a few days to an indefinite period. The agreement's term should ideally cover the duration of your anticipated business relationship. More often than not, the NDA outlasts the actual transaction or relationship, specifically covering the time for which the trade secret remains confidential.
A useful tip here is to have a provision clearly stating that the trade secret remains protected even after the termination of the business relationship or agreement. If you're unsure of how long to make the confidentiality period, consider that the average NDA tends to last between one to five years. However, remember that the period needs to last as long as you need the information preserved in confidence.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
Whoops, already disclosed the information before inking the NDA? That's okay. We've got your back! You'll just need to tweak the NDA template a bit, and we'll guide you on how to do that.
How do I protect my trade secret?
The ultimate reason behind NDAs is the protection of your confidential, proprietary information. But there's an essential detail to note: proprietary information alone doesn't bring much to the table unless it qualifies as a trade secret. Only then does it hold substantial value. If you're unsure about what defines a trade secret, how to determine if your confidential information qualifies as one, or how to ensure their protection, skim through our guide on these issues.