NON-COMPETE AGREEMENT

(Maine – Employee)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Non-Compete Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”); and
2. [EMPLOYEE NAME], an individual with a residence at [ADDRESS] (“Employee”).

Recitals
A. Employer is engaged in the business of [DESCRIPTION OF BUSINESS] (the “Business”) and has invested substantial resources in developing its Confidential Information, goodwill, and customer relationships.
B. Employer desires to protect its legitimate business interests and is willing to employ (or continue to employ) Employee on the condition that Employee enter into and comply with this Agreement.
C. Employee acknowledges receipt of this Agreement no fewer than three (3) business days prior to signing, in accordance with Me. Rev. Stat. Ann. tit. 26, § 599-A.
D. Employer and Employee therefore agree as follows.

[// GUIDANCE: Confirm employee’s annual earnings exceed 400% of the federal poverty level at the time of signing, as required by Maine law.]

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below; capitalized terms not defined in this Section shall have the meanings given elsewhere in this Agreement.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.

“Confidential Information” – All proprietary, non-public information, whether or not marked confidential, including trade secrets, technical data, customer lists, pricing, business plans, and all similar information to which Employee has access by virtue of employment.

“Competing Business” – Any business or enterprise that engages in, or plans to engage in, products or services that are competitive with the Business within the Restricted Territory.

“Legitimate Business Interests” – Employer’s interests in protecting: (i) trade secrets and Confidential Information; (ii) substantial relationships with prospective or existing customers, vendors, or investors; and (iii) Employer’s goodwill.

“Restricted Period” – The period beginning on the Termination Date and ending [NUMBER, NOT TO EXCEED 12] months thereafter.

“Restricted Territory” – [GEOGRAPHIC SCOPE—e.g., the State of Maine and any state in which Employer conducts the Business during the last 12 months of Employee’s employment]; provided that the geographic scope shall be narrowly tailored to protect Employer’s Legitimate Business Interests.

“Termination Date” – The date Employee’s employment with Employer ends for any reason.

3. OPERATIVE PROVISIONS

3.1 Employment. Employer hereby employs Employee, and Employee accepts employment with Employer, subject to the terms of [existing offer letter/employment agreement] and this Agreement.

3.2 Consideration. In consideration of Employee’s covenants herein, Employer shall provide:
a. Employment (or continued employment) as of the Effective Date; and/or
b. [SIGNING BONUS / OTHER MONETARY CONSIDERATION].

[// GUIDANCE: For existing employees, provide separate monetary or other consideration to strengthen enforceability.]

3.3 At-Will Status. Unless otherwise agreed in a separate, duly executed writing, Employee’s employment is “at-will” and may be terminated by either party at any time, with or without cause and with or without notice.

3.4 Conditions Precedent. This Agreement shall be null and void if (i) Employee’s annual earnings are, at any time during employment, below the earnings threshold under Me. Rev. Stat. Ann. tit. 26, § 599-A; or (ii) Employer fails to provide the consideration set forth in Section 3.2.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each party represents and warrants that:
a. It has full power and authority to enter into this Agreement;
b. The execution and performance of this Agreement do not violate any other agreement to which it is a party.

4.2 Employee Specific. Employee further represents and warrants that:
a. Employee is not a party to any agreement that would conflict with or be violated by the execution of this Agreement;
b. Employee will not misappropriate or bring to Employer any confidential information of third parties.

4.3 Survival. The representations and warranties in this Section shall survive termination of this Agreement for the applicable statute-of-limitations period.

5. COVENANTS & RESTRICTIONS

5.1 Non-Competition. During the Restricted Period, Employee shall not, directly or indirectly, own, manage, operate, control, be employed by, consult with, or otherwise render services to a Competing Business within the Restricted Territory.

5.2 Non-Solicitation of Customers. During the Restricted Period, Employee shall not solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, any customer or prospective customer of Employer with whom Employee had material contact during the last [12] months of employment.

5.3 Non-Solicitation of Employees. During the Restricted Period, Employee shall not recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee or independent contractor of Employer to terminate their relationship with Employer.

5.4 Confidentiality. Employee shall hold Confidential Information in strict confidence, shall not use it for personal benefit or disclose it to third parties, and shall take all reasonable precautions to protect such information.

5.5 Return of Property. Upon termination of employment or upon Employer’s request, Employee shall immediately return all Employer property, documents, and Confidential Information, in whatever form.

5.6 Tolling. If Employee breaches any covenant in Section 5, the Restricted Period applicable to such covenant shall be tolled for the duration of the breach.

5.7 Reasonableness; Blue-Pencil. Employee acknowledges that the covenants in this Section are reasonable and necessary. If any portion is held unenforceable, a court shall reform the provision to the maximum extent permissible to protect Employer’s Legitimate Business Interests.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any failure by Employee to comply with Section 5 constitutes a default.

6.2 Notice and Cure. Upon default, Employer shall provide written notice describing the breach. Employee shall have [5] business days to cure, except that misappropriation of Confidential Information or competition in violation of Section 5.1 shall constitute an immediate default with no cure period.

6.3 Injunctive Relief. Employee agrees that a breach will cause irreparable harm and that Employer is entitled to immediate injunctive relief, specific performance, or other equitable remedies, without the necessity of posting bond, in addition to all other remedies available at law.

6.4 Damages. Employer may recover actual, consequential, and incidental damages, including lost profits and reasonable attorneys’ fees and costs.

6.5 Graduated Remedies. Employer may elect one or more remedies in any order or combination, and no remedy is exclusive.

7. RISK ALLOCATION

7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates, and their respective officers, directors, and employees, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of this Agreement by Employee.

7.2 Limitation of Liability. [Intentionally Omitted – no liability cap per metadata.]

7.3 Insurance. [OPTIONAL—insert if Employer requires Employee to maintain professional liability insurance.]

7.4 Force Majeure. Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the employment laws of the State of Maine, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The state courts located in [COUNTY], Maine shall have exclusive jurisdiction over any action relating to this Agreement, and the parties hereby consent to personal jurisdiction and venue therein.

8.3 Arbitration. [OPTIONAL – If elected, insert detailed arbitration clause compliant with Federal Arbitration Act and Maine Uniform Arbitration Act.]

8.4 Jury Waiver. [OPTIONAL – Each party hereby waives its right to a jury trial in any proceeding arising out of this Agreement.]

8.5 Equitable Remedies Preserved. Nothing in this Section shall limit Employer’s right to seek injunctive or equitable relief in any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by both parties. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement. Employer may assign this Agreement to any successor by merger, sale, or otherwise.

9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability & Reformation. If any provision is found invalid, the remainder shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures transmitted electronically shall be deemed original signatures.

9.7 Notice. All notices shall be in writing and delivered (i) personally, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier, in each case to the addresses set forth above (or as later designated in writing), and shall be deemed given upon receipt.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Notary Acknowledgment – [OPTIONAL if Employer elects notarization under Maine law]]

[// GUIDANCE: Prior to execution:
1. Verify salary threshold compliance and document Employee’s earnings.
2. Tailor Restricted Territory and Restricted Period to narrowly protect Employer’s Legitimate Business Interests.
3. Provide Employee with a copy of this Agreement and three (3) business days to review before execution.
4. If using arbitration or jury waiver, insert tailored language and confirm enforceability under both state and federal law.
5. Retain signed copies in personnel file and deliver an executed copy to Employee.]

© [YEAR] [EMPLOYER LEGAL NAME] – All Rights Reserved.