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Maine Employee and Severance NDA

Draft a Maine employee or severance NDA that follows 26 M.R.S. 599-C, keeping the worker's right to report unlawful employment discrimination and harassment.

Introduction

A Maine employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release agreement, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In Maine, 26 M.R.S. 599-C bars an employer from requiring an employee, intern, or applicant to sign an agreement that waives or limits the right to report or discuss unlawful employment discrimination, including workplace harassment. A severance version may keep those facts confidential only with separate monetary consideration and a statement reserving the right to report to agencies and testify. DocDraft drafts a Maine employee or severance NDA from your facts, with the protected-disclosure carve-out built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Maine's rule lives in 26 M.R.S. 599-C. An employer may not require an employee, intern, or applicant to sign an agreement that waives or limits the right to report or discuss unlawful employment discrimination.

  2. 2

    Harassment counts as discrimination here. The protection reaches workplace harassment alongside other forms of unlawful employment discrimination, so an NDA cannot gag either.

  3. 3

    A severance NDA can keep facts private, but only conditionally. Maine permits a settlement, separation, or severance agreement to bar disclosure of a discrimination claim's facts only when strict conditions are met.

  4. 4

    Separate consideration is required. To keep those facts confidential, the departing worker must receive separate monetary consideration specifically for that confidentiality promise.

  5. 5

    The agreement must reserve the worker's rights. A qualifying severance NDA has to state that the worker keeps the right to report to enforcement agencies and to testify in a related proceeding.

  6. 6

    Trade secrets stay protectable. Maine's limits target gags on unlawful discrimination, not legitimate confidential information, so an NDA can still protect trade secrets and business data.

  7. 7

    The federal floor still applies. The Speak Out Act and the Defend Trade Secrets Act notice apply in Maine on top of 599-C, and reporting rights to the EEOC and NLRB cannot be waived.

Key decisions before you file

Before you file a Employee and Severance NDA in Maine, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

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MAINE EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by Maine law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information disclosed to or learned by Employee. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (MAINE, 26 M.R.S. 599-C) Nothing in this Agreement waives or limits Employee's right to report or discuss unlawful employment discrimination, including workplace harassment. Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the Maine Human Rights Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, or from testifying or exercising any right that cannot lawfully be waived. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. If this Agreement is a settlement, separation, or severance agreement that keeps confidential the factual information relating to a claim of unlawful employment discrimination, that confidentiality is supported by separate monetary consideration paid for it, and Employee retains the right to report the underlying conduct to enforcement agencies and to testify in any related proceeding.

  5. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  6. NO OTHER RESTRICTIONS ON RIGHTS This Agreement does not waive Employee's right to file a charge, testify, or participate in an investigation, and does not require Employee to notify the Company before doing so.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  8. GENERAL This Agreement is governed by Maine law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

Maine Requirements for Employee and Severance NDA

Maine 26 M.R.S. Section 599-C

Draft a Maine employee or severance NDA that follows 26 M.R.S. 599-C, keeping the worker's right to report unlawful employment discrimination and harassment.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, covering trade secrets, client and pricing data, internal processes, and other proprietary information. It differs from a commercial NDA between two businesses because of who signs it and the limits employment law sets. In Maine, 26 M.R.S. 599-C means the agreement cannot be used to waive or limit a worker's right to report or discuss unlawful employment discrimination, including workplace harassment.

It bars an employer from requiring an employee, intern, or applicant to enter a contract that waives or limits any right to report or discuss unlawful employment discrimination. In practice that means a Maine onboarding NDA or non-disparagement clause cannot be written to gag a worker from raising discrimination or harassment. The statute separately sets conditions under which a settlement, separation, or severance agreement may keep the facts of such a claim confidential.

Yes, but only if it meets the conditions in 26 M.R.S. 599-C. A settlement, separation, or severance agreement may include a provision preventing later disclosure of factual information relating to a claim of unlawful employment discrimination when the worker receives separate monetary consideration for that promise and the agreement clearly states that the worker keeps the right to report to enforcement agencies and to testify. Without those conditions, the confidentiality provision does not hold.

Separate monetary consideration means the worker must be paid something specifically in exchange for the confidentiality promise, above and beyond what they would otherwise receive. Under 26 M.R.S. 599-C, that separate payment is one of the conditions for a settlement, separation, or severance agreement to keep the facts of a discrimination claim confidential. If the confidentiality is not backed by its own consideration, it does not satisfy the statute.

Yes. 26 M.R.S. 599-C is framed around unlawful employment discrimination, which is broader than sexual harassment alone and includes workplace harassment generally along with other protected-characteristic discrimination. That makes Maine's carve-out wider than a sexual-harassment-only rule, so a Maine employee NDA has to leave room for a worker to report or discuss unlawful discrimination in its various forms.

Yes. The limits in 26 M.R.S. 599-C target gags on unlawful discrimination, not the protection of legitimate confidential information. A Maine employee or severance NDA can still protect trade secrets, client and pricing data, processes, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

Severance is usually offered in exchange for signing a separation agreement, so declining can mean forgoing the payment, and you can negotiate the terms. A Maine severance NDA cannot lawfully strip your right to report or discuss unlawful employment discrimination, and any confidentiality of a discrimination claim's facts must come with separate consideration and a reservation of your reporting and testifying rights. Reviewing it with an attorney before you sign is an option DocDraft makes available.

26 M.R.S. 599-C requires that a settlement, separation, or severance agreement seeking confidentiality state clearly that the worker retains the right to report the underlying conduct to enforcement agencies and to testify in a related proceeding. Maine does not fix one exact sentence, so a compliant agreement spells out those retained rights plainly. DocDraft builds that reservation-of-rights statement into a Maine severance version by default.