Free Maine Non-Disclosure Agreement


Situations That Prompt the Use of a Non-Disclosure Agreement in Maine

A confidentiality agreement in Maine is a legally binding document used to secure confidential information. Even if you trust the person, you are asking to protect your trade secrets, asking them to sign an NDA shows just how important it is to protect that information from falling into the wrong hands, especially your competitors.

A confidentiality agreement is also called a non-disclosure agreement or an NDA, and it ensures that the details of your trade secrets are not read or heard by the wrong people. But before we take a look at some of the situations that warrant the use of an NDA, here are the essential details that should be in the document.

  • Below is a checklist of the most important elements of the contract

    • Definition of the confidential information. Once you download your free Maine non-disclosure agreement form, you have to outline the general or the specific details of the NDA. Confidential information, in this case, refers to the information that the parties to the agreement – company, contractors, investors, or employees agree to keep a secret. This information is unknown to the public, and those details could be communicated verbally, in writing, or electronically. Often, the confidential information is a trade secret, intellectual property, copyrights, patents, or any other form of proprietary information. Note that confidential information does not include the kind of information that is known to the public.

    • Identification of parties: it is important to identify the disclosing and the receiving parties that will create the contractual agreement. Keep in mind that the receiving party is the only party held liable in the event of a breach for unilateral NDAs while both parties are held liable in the event of a breach when dealing with bilateral/ mutual NDAs. This is because the bilateral NDA is created by two or more parties that disclose their trade secrets to each other and sign the document to show that they will protect the secrets of the other. The receiving party includes employees, mentors, consultants, independent contractors, and investors, among others.

    • Obligations and limitations. The NDA stipulates that the material/ information in the document will only be used for what they were created for and by the company that owns the rights to the confidential information. This means that the parties involved are not allowed to divulge the secrets to third parties. In the event of a breach, the receiving party will be held liable, and so, they should take all the necessary measures to prevent a breach.

  • Measures taken will include restricting access to the information to other employees or contractors who have not signed an NDA. It is also essential to note that the NDA makes it the responsibility of the receiving party to return all materials related to the NDA, to destroy material that could fall in the wrong hands. The receiving party is also forbidden from copying or publishing or disclosing the contents of the NDA or the confidential information for their individual benefit without consent from the disclosing party.

    • Exclusions: the NDA will not cover information that is known to the public or information obtained by the receiving party legitimately – for instance, through reverse engineering.

    • Time requirements: the NDA must stipulate how long the receiving party is expected to protect the confidential information. This could be anything from a few weeks to a few years (about 5). There also are geographical, and the courts will only enforce the terms of the NDA if they are reasonable.

    • The parties to the NDA are also required to sign and date the NDA for it to be considered legally binding and for the development of a contractual/ confident relationship.

    • Court requirements: If the receiving party is asked, using a subpoena, to disclose the confidential information protected by the NDA, the receiving party will have to notify the disclosing party immediately and ask for their advice as well as action. This is because signing the document means that the receiving party should make their best efforts to protect the interests of the company/ disclosing party.

Other clauses in the NDA include the severability, integration, and the waivers’ clauses.

  • Uses of the NDA

    • Discussions about the sale of a technology or a product

  • To prevent your potential buyers from running away from the negotiation table once they know about your trade secrets, licenses or products, you must make sure that you have a free non-disclosure agreement in Maine drawn then signed by the potential buyers. Since there will also be a lot of financial, marketing and general business information shared during such discussions, NDAs are invaluable.

    • Protecting confidential information accessible to employees

  • Even with the best employment terms, some of your employees will be willing to jump ship if they get better opportunities from your competitors. And it is worse when the employees know about that process, strategy, or technique that gives you a competitive advantage. To ensure that your trade secrets are safe, even with a disgruntled ex-employee, the employees with access to that kind of information must sign an NDA. Ensure that non-disclosure form you use carries all the specific details related to your business.

    • Presenting offers to investors

  • When in talks with your business partners about potential investment opportunities, you will have to disclose a great deal about your company. To prevent that information from leaving the room, you might want to create NDAs signed by all the potential investors you deal with.

    • Dealing with a company or getting services from companies that have access to sensitive information

This is a great move, especially in marketing. To build your brand and protect customer lists, purchase history, leads, phone numbers, and your unique marketing strategies, you must have NDAs. Think about all the time and money you used to acquire those clients.

Non-compete agreements in Maine

If you’d like to protect your business from losing its competitive edge, ensure that your employees sign non-competes so that when they leave your service, they do not work for the competition for some time, reveal your trade secrets, or even set up competing practices.

Though this document gives you immense power, there’s one catch, the terms of the non-compete must be reasonable in terms of time and the geographical scope of the document.

This document should not create a situation where it is impossible for the employee to find work anywhere in the US or that they cannot work with/ for your direct competition for the rest of their lives.

Also, the consideration – what the parties get from getting into the contractual arrangement – should be acceptable. Initial or continued employment is deemed adequate consideration by the court.

Are you looking for an NDA in Portland, Bangor, Bar Harbor, Wells, Biddeford, Saco or any other city in Maine? Download our free non-disclosure agreement forms now.