# Non-Compete Agreement Review Checklist — Maine[^about] A clause-by-clause reviewer checklist for Maine employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under 26 M.R.S. § 599-A's wage-floor ban, disclosure duties, and delayed-effectiveness rule. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way a Maine court would: the statute declares non-competes contrary to public policy, bans them outright below an indexed wage floor, and holds them dormant until a statutory waiting period runs. For the question-by-question legal analysis behind these items, see the [Maine non-compete practice note](/legal/non-compete/maine). - [ ] **Parties identified by name** (Recommended) — Confirm the named employer is the entity that actually employs the worker. Maine puts statutory duties on the employer itself — the pre-offer disclosure, the three-business-day review copy, the prohibition on no-poach arrangements — so a covenant papered with a parent or affiliate that is not the employing entity muddies who owed those duties and whether they were met. [#identify-parties] - [ ] **Effective date** (Recommended) — Dates carry unusual weight here. The signing date starts the six-months half of Maine's delayed-effectiveness clock, and an entered-into-or-renewed date determines whether the 2026 health-care-practitioner restriction reaches the agreement. An undated covenant leaves both clocks indeterminate. [^me-599a-delayed-cover][^ebg-ld2200-trigger-cover] [#identify-effective-date] - [ ] **Employee title** (Recommended) — Record the role and any professional license, because Maine's protections run by worker class: employees earning at or below the wage floor cannot be bound at all, non-owner veterinarians are excluded, allopathic and osteopathic physicians sit outside the delayed-effectiveness rule, and health-care practitioners gain a separate restriction in July 2026. The title line is the first signal that one of those classes is in play. [^me-599a-wage-floor-cover] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that the governing state is stated. This checklist reads the agreement under Maine law, whose statute frames non-competes as contrary to public policy — so a clause selecting another state's law for a Maine-based worker deserves a closer look rather than deference, since it may signal a form drafted around the baseline rather than localized to it. [^me-599a-public-policy-cover] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Maine recognizes confidential information that does not rise to trade-secret status as its own legitimate business interest, so the definition does double duty: it bounds the confidentiality clause and anchors any covenant leaning on that interest. Test it against the line the Law Court drew — specialized, proprietary material is protectable, the worker's general skill and knowledge is not. [^me-599a-interests-defs][^bernier-general-skill-defs] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Define the term by reference to the statutory definition in Title 10. The non-compete statute reaches trade secrets through that cross-reference, so a contractual definition that drifts wider than the statute claims an interest Maine law does not actually grant — and an enforcement record built on it starts compromised. [^me-utsa-definition-defs] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — One defined Restricted Period keeps every duration auditable. Maine sets no statutory maximum, so duration is judged as a fact-intensive reasonableness question — and remember the period may not even begin at signing, because the covenant lies dormant until the statutory waiting period runs. [^sisters-factors-defs] [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Geography is one of the factors Maine courts weigh case by case, and the covenant must sweep no wider than the protected interest requires. Tie the territory to where the goodwill or confidential information would actually be exploited rather than to the employer's footprint or ambitions. [^sisters-factors-defs] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — Bound the class to customers whose relationships embody the goodwill the worker actually carried — typically those served during a stated look-back window. Maine courts can demand specificity about the protected goodwill before blessing a severe restraint, and an entire-book-of-business definition invites that demand to go unmet. [^lord-goodwill-defs] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Keep the class to colleagues the departing worker actually worked with or supervised during the look-back window. A workforce-wide definition turns a modest covenant into a hiring blockade — a poor look in a state that separately prohibits employers from agreeing among themselves not to hire each other's people. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — Map the definition onto the three interests the statute actually recognizes: trade secrets, confidential information that is not a trade secret, and goodwill. Recitals about beating competition add color without adding enforceability, because a covenant aimed at ordinary competition sits outside the statutory frame entirely. [^me-599a-interests-defs] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the genuinely competing activity in concrete terms. Maine ultimately evaluates the restraint the employer seeks to apply, but the drafting record still has to show the scope was reasonably necessary for a named interest — an anything-we-might-someday-do definition concedes that showing before any dispute starts. [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. A clause that technically forbids index funds and ordinary public shares restrains far more than any of the three statutory interests requires — gratuitous overbreadth in a state whose baseline calls these restraints contrary to public policy. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — Optional drafting mechanics. If the agreement introduces the capitalized term, check that its ownership percentage agrees with the carve-out clause that uses it; if the carve-out is inlined instead, nothing is missing. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — Pin down whether the term reaches only initiated contact or also passive acceptance of inquiries. Maine treats non-solicitation agreements as the preferred lighter tool, and a solicit definition that quietly captures all dealings converts the preferred alternative into the heavier restraint the statute disfavors. [^me-599a-alternatives-defs] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger treats resignation, dismissal, and expiration of a fixed term the same way. Maine adds a wrinkle worth checking against this definition: most employees must serve a full year before a non-compete even takes effect, so the relationship between the termination trigger and the effectiveness clock can decide whether the covenant ever bound the worker at all. [^me-599a-delayed-defs] [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **Disclosure before the offer and a three-day review copy** (Required) — Maine turns the timing recital into a statutory duty with two parts: if the position will require a non-compete, the employer must disclose that requirement before making the offer, and the employer must deliver the agreement itself at least three business days before the required signing date so the employee can review and negotiate. Look for a recital recording the disclosure date, the delivery date, and the required signing date — a timely signature does not cure a missed pre-offer disclosure or a shortened review window. [^me-599a-notice-timing] [#document-pre-offer-disclosure-and-three-business-day-review] - [ ] **Chance to consult a lawyer** (Recommended) — No Maine statute demands this acknowledgement, but the statutory review window exists precisely so the employee has time to review the agreement and negotiate its terms. A counsel acknowledgement is cheap evidence that the three business days were real rather than decorative. [^me-599a-notice-timing] [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — The trade-secret obligation should last as long as secrecy does — that is how federal law defines the right, and Maine's own act protects the same status. The stakes compound here because trade secrets head the short list of interests that can carry a Maine non-compete at all: a fixed expiry on trade-secret protection undercuts the confidentiality clause and the covenant leaning on it in the same stroke. [^dtsa-trade-secret-definition] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term. Maine enforces confidentiality covenants that protect specialized proprietary work while leaving general skill and knowledge free — a perpetual lid on everything the worker ever learned strains that line, and the two-track structure keeps the perpetual obligation where the law actually supports it. [^bernier-skill-duration] [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal law, fully applicable in Maine: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later federal trade-secret suit against the worker. Maine's own trade-secret act supplies parallel remedies, but the notice is what preserves the federal ones — leaving it out is an unforced error. [^dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Confidentiality and non-disparagement language has to leave wages, hours, and working conditions discussable — federal labor law protects that speech in every state. Maine layers its own rule on top: an employment agreement may not waive or limit the right to report or discuss unlawful employment discrimination, so the carve-out needs to reach that conduct expressly. [^nlra-section-7-rights][^me-599c-discrimination-pd] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Confirm the carve-out for disclosure required by law, court order, or a government investigation. Maine's nondisclosure statute protects discrimination-related reporting and discussion no matter what the agreement says, so a contractual carve-out drafted narrower than the statute misleads the reader without binding anyone. [^me-599c-discrimination-pd] [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — Return-or-delete at separation, certified in writing. A documented return-and-certification routine is the cleanest contemporaneous evidence of the secrecy efforts trade-secret protection presumes — and it matters more in a state that steers employers toward confidentiality tools instead of broad covenants. [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional, and well positioned in Maine: the statute names non-solicitation agreements among the alternatives that can make a non-compete unnecessary. Keep it inside the Covered Employees class and the Restricted Period so it stays the lighter tool the statute prefers, rather than drifting toward a de facto hiring ban. [^me-599a-alternatives-cov] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Also among the statute's preferred alternatives — but preference is not a pass. The clause still has to serve goodwill or confidential information and sweep no wider than that interest requires, so keep it tethered to customers the worker actually served during the look-back window. [^me-599a-alternatives-cov][^lord-no-wider-cov] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing bars serving covered customers even when they arrive unprompted — a restraint on receiving business rather than chasing it. That moves the clause away from the alternatives the statute points to and toward the restraint it presumptively disfavors; treat inclusion as a deliberate risk decision and demand a goodwill record to match. [^me-599a-public-policy-cov] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — If a true non-compete appears, route the review straight through the Maine statutory gates at the end of this checklist — the wage floor, the disclosure and review window, the delayed-effectiveness rule, and the legitimate-interest limits — before evaluating any individual term. The statute starts from the position that this covenant is contrary to public policy. [^me-599a-public-policy-cov] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, bind those names instead of the open-ended Competitive Business definition. Maine enforces these covenants only to the extent they sweep no wider than necessary, and a named list is the cleanest evidence of deliberate tailoring a reviewer can ask for. [^lord-no-wider-cov] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period — and remember an investment restraint must still trace back to trade secrets, confidential information, or goodwill, which is a hard showing for ordinary stock ownership. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — Include it with a stated duration, then read the carve-outs harder than the covenant: truthful testimony, statements to government agencies, and protected workplace speech all have to sit outside the clause. The Board has struck broad versions in employee agreements, and Maine separately bars terms that limit discussing unlawful employment discrimination. [^mclaren-macomb-nondisparagement][^me-599c-discrimination-nd] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — The dedicated clause earns its keep in Maine, where the rules run in opposite directions. Agreements with allopathic and osteopathic physicians are carved out of the delayed-effectiveness rule — but a broader health-care-practitioner restriction applies to agreements entered into or renewed on or after July 13, 2026. A clause written from the physician carve-out alone reads as permission the newer restriction has since withdrawn, so it should state both rules. [^me-599a-delayed-phys][^ebg-ld2200-phys] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement or order blocks the new role. It earns extra value on Maine intake: an incoming covenant signed elsewhere may never have ripened under a delayed-effectiveness analysis, or may purport to bind a worker Maine would not allow to be bound — the representation surfaces those questions before the first customer call instead of after it. [#require-no-conflicting-obligations-representation] ## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties} - [ ] **Notice to future employers** (Optional) — A genuine drafting choice. If the clause appears, keep any notice factual and tied to a covenant that actually clears the Maine gates — and never let it shade into an arrangement with the new employer about who may solicit or hire whom, because employer-to-employer restrictions of that kind are exactly what Maine's no-poach statute prohibits. [^me-599b-ban-notice] [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether the clock pauses during a breach — but treat any extension mechanism as an open Maine question, because no statute or decision in the Maine materials addresses it. An extension also lengthens a duration that must stay reasonable under a fact-intensive test, and the delayed-effectiveness rule already makes the clock arithmetic delicate enough to deserve a worked example in the file. [^sisters-factors-tolling] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — Look for the acknowledgement that breach may cause irreparable harm and that an injunction is appropriate relief. Where the real asset is a trade secret, Maine's act supplies the remedy directly — actual or threatened misappropriation may be restrained — which is often a stronger foundation than the covenant recital itself. [^me-utsa-injunctions-rem] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice. Maine's trade-secret act already shifts fees in both directions — bad-faith claims and willful and malicious misappropriation can each draw an award for the prevailing party — so check that any contractual fee clause is mutual and prevailing-party based rather than a one-way employer term sitting next to a two-way statute. [^me-utsa-fees-rem] [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **No reliance on court rescue** (Avoid) — Read the severability clause as a signal, not a safety net. Maine assesses a covenant as the employer seeks to apply it rather than as drafted, and whether a court will rewrite an overbroad covenant is unsettled — while the Law Court has demanded specificity about the protected goodwill before any severe restraint issues. Flag an agreement that drafts broad and banks on as-applied trimming: the enforcement request still has to be reasonable, and the record tying scope to a named statutory interest has to exist before the dispute does. [^brignull-as-applied-sev][^lord-specificity-sev] [#draft-to-the-applied-restraint-rather-than-rely-on-reformation] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite elsewhere. Maine adds a front-end clock too: the non-compete may not even be operative yet when employment ends, so a survival clause that assumes every covenant was alive from day one misstates the agreement it sits in. [^me-599a-delayed-surv] [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Confirm employer-side assignability to successors and that the worker cannot assign. Watch the renewal trap in any transaction: a covenant re-signed or re-papered restarts the six-months-from-signing half of the effectiveness clock, and a renewal on or after July 13, 2026 pulls a health-care practitioner's covenant into the new restriction. [^me-599a-delayed-asgn][^ebg-ld2200-asgn] [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Governing law, venue, and process** (Recommended) — Check that the clause names governing law, venue, and dispute process. For a Maine-based worker, read a foreign choice-of-law selection as a localization gap to investigate rather than a fix: the covenant was supposed to be papered around Maine's disclosure, review-window, and effectiveness mechanics, and a clause pointing elsewhere is the most common tell that it was not. [#specify-governing-law-and-venue] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Boilerplate with a Maine trap inside. An amendment that re-papers the covenant restarts the six-months-from-signing effectiveness clock, and a renewal can carry an old covenant into the health-care-practitioner restriction. Review the amendment mechanics so a routine refresh does not silently reset — or trigger — the statutory clocks. [^me-599a-delayed-ea][^ebg-ld2200-ea] [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Maine statutory gates (26 M.R.S. §§ 599-A, 599-B) {#maine-statutory-gates} The seven items below exist only on this Maine page: they implement the wage-floor ban, the delayed-effectiveness rule, the legitimate-interest limits and alternatives presumption, the worker-class exclusions, and the employer no-poach prohibition that have no analogue in the jurisdiction-neutral checklist. - [ ] **No non-compete at or below the wage floor** (Prohibited) — Check the worker's wages against 400 percent of the federal poverty level before reading anything else: at or below the floor, the worker simply cannot be bound by a non-compete, with no consideration cure and no trade-secret cure. The figure is indexed — $60,240 in 2024 became $62,600 in 2025 — so confirm the number for the year the covenant was signed rather than trusting a stale form, and move the analysis to the alternative covenants for any worker under the line. [^me-599a-wage-floor-gate][^foley-threshold-gate] [#exclude-non-competes-below-the-poverty-level-wage-floor] - [ ] **Covenant dormant until the statutory period runs** (Prohibited) — Treat any effective-on-signing recital as inoperative for most employees: except for allopathic and osteopathic physician agreements, the non-compete does not take effect until the later of one year of employment or six months from signing. A worker who leaves before the period runs was never bound, and a re-signed covenant restarts the six-month half of the clock — check what the agreement claims against what the statute makes true, and prefer drafting that states the ripening mechanics expressly. [^me-599a-delayed-gate] [#delay-non-compete-effect-until-statutory-employment-period] - [ ] **Tied to a recognized business interest** (Required) — Demand that the covenant name which statutory interest it protects — trade secrets, confidential information that is not a trade secret, or goodwill — and that every element of scope trace back to that interest. Maine starts from contrary to public policy and enforces only what is reasonable and no broader than necessary, and the common law applies the same squeeze from the case side. [^me-599a-interests-gate][^lord-no-wider-gate] [#limit-non-compete-to-statutory-legitimate-interests] - [ ] **Lighter tools considered first** (Recommended) — Ask for the why-not-an-alternative record: under the statute, a non-compete may be presumed necessary only if the interest cannot be adequately protected through an alternative restrictive covenant such as a non-solicit or a confidentiality agreement. The alternatives carry their own ceiling — protect specialized work, leave general skill and knowledge free — but the drafting file should show they were weighed before the heavier covenant was chosen. [^me-599a-alternatives-gate][^bernier-gate] [#prefer-alternative-restrictive-covenants-first] - [ ] **No non-compete for non-owner veterinarians** (Prohibited) — A licensed veterinarian working in a covered veterinary facility cannot be held to a non-compete unless the veterinarian owns an interest in the facility — and the statute reaches backward, instructing courts not to enforce earlier or renewed veterinarian covenants either. There is no compensation-based path around the exclusion, so for a veterinarian the review goes straight to the alternative covenants. [^me-599a-vet-gate] [#exclude-non-competes-for-non-owner-veterinarians] - [ ] **Health-care practitioner covenants re-checked under the 2026 law** (Prohibited) — Do not evaluate a health-care practitioner's covenant on the pre-amendment rules alone. The restriction signed on April 15, 2026 applies to agreements entered into or renewed on or after July 13, 2026 — and because the published statute page may lag the amendment, confirm the codified text before relying on it. Remember the physician carve-out from the delayed-effectiveness rule is a timing rule, not a healthcare-wide permission. [^ebg-ld2200-signed-gate][^ebg-ld2200-effective-gate] [#review-health-care-practitioner-covenants-under-ld-2200] - [ ] **No employer-to-employer no-poach terms** (Prohibited) — Sweep the surrounding commercial papers, not just the employee agreement: Maine prohibits restrictive employment agreements between employers — reaching franchise, contractor, and subcontractor arrangements — and bars entering into them, enforcing them, or threatening to enforce them. A violation is a civil violation carrying a fine of at least $5,000, with the Department of Labor responsible for enforcement, so no-poach language hiding in a staffing or vendor layer is a finding, not a footnote. [^me-599b-ban-gate][^me-599b-penalty-gate] [#exclude-employer-to-employer-no-poach-terms] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-11. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Maine (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^me-599a-delayed-cover]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^ebg-ld2200-trigger-cover]: **Maine Restricts Noncompetes for Health Care Practitioners** — "The Amendments apply to all noncompete agreements entered into, or renewed on or after, the Amendments’ effective date of July 13, 2026 (the ‘Effective Date’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^me-599a-wage-floor-cover]: **26 M.R.S. § 599-A — Noncompete agreements** — "The employee is earning wages at or below 400% of the federal poverty level; or" *26 M.R.S. § 599-A(3)(A).* [^me-599a-public-policy-cover]: **26 M.R.S. § 599-A — Noncompete agreements** — "Noncompete agreements are contrary to public policy and are enforceable only to the extent that they are reasonable and are no broader than necessary to protect one or more of the following legitimate business interests of the employer:" *26 M.R.S. § 599-A(2).* [^me-599a-interests-defs]: **26 M.R.S. § 599-A — Noncompete agreements** — "Noncompete agreements are contrary to public policy and are enforceable only to the extent that they are reasonable and are no broader than necessary to protect one or more of the following legitimate business interests of the employer:" *26 M.R.S. § 599-A(2).* [^bernier-general-skill-defs]: **Bernier v. Merrill Air Engineers** — "The nondisclosure clause does not prohibit Bernier from using the general skill and knowledge he acquired during his employment with Merrill." *Bernier v. Merrill Air Eng'rs, 2001 ME 17, ¶ 18, 770 A.2d 97.* [^me-utsa-definition-defs]: **10 M.R.S. § 1542 — Uniform Trade Secrets Act (Definitions)** — "‘Trade secret’ means information, including, but not limited to, a formula, pattern, compilation, program, device, method, technique or process, that:" *10 M.R.S. § 1542(4).* [^sisters-factors-defs]: **Sisters of Charity Health System, Inc. v. Farrago** — "Although reasonableness is a question of law, the inquiry is fact-intensive, and it depends on the specific circumstances of the case: the covenant’s duration, the scope of the specified geographic area, and the nature of the interest to be protected." *Sisters of Charity Health Sys., Inc. v. Farrago, 2011 ME 62, ¶ 10, 21 A.3d 110.* [^lord-goodwill-defs]: **Lord v. Lord** — "Upon remand, on the basis of the existing record and any further evidence received, the presiding justice should first define the nature and components of the good will included in the determination of value and then proceed to determine the scope of any restraint which may be reasonably necessary to protect the value of the asset." *Lord v. Lord, 454 A.2d 830, 835 (Me. 1983).* [^me-599a-alternatives-defs]: **26 M.R.S. § 599-A — Noncompete agreements** — "A noncompete agreement may be presumed necessary if the legitimate business interest cannot be adequately protected through an alternative restrictive covenant, including but not limited to a nonsolicitation agreement or a nondisclosure or confidentiality agreement." *26 M.R.S. § 599-A(2).* [^me-599a-delayed-defs]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^me-599a-notice-timing]: **26 M.R.S. § 599-A — Noncompete agreements** — "An employer shall notify an employee or prospective employee of a noncompete agreement requirement and provide a copy of the noncompete agreement not less than 3 business days before the employer requires the agreement to be signed to allow time for the employee or prospective employee to review the agreement and negotiate the terms of the agreement or employment with the employer if the employee or prospective employee wishes to do so." *26 M.R.S. § 599-A(4).* [^dtsa-trade-secret-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^bernier-skill-duration]: **Bernier v. Merrill Air Engineers** — "The nondisclosure clause does not prohibit Bernier from using the general skill and knowledge he acquired during his employment with Merrill." *Bernier v. Merrill Air Eng'rs, 2001 ME 17, ¶ 18, 770 A.2d 97.* [^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A) (2018).* [^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection" *29 U.S.C. § 157 (NLRA § 7).* [^me-599c-discrimination-pd]: **26 M.R.S. § 599-C — Nondisclosure agreements** — "An employer may not require an employee, intern or applicant for employment to enter into a contract or agreement that waives or limits any right to report or discuss unlawful employment discrimination, as defined and limited by Title 5, chapter 337, subchapter 3, occurring in the workplace or at work-related events." *26 M.R.S. § 599-C(2).* [^me-599a-alternatives-cov]: **26 M.R.S. § 599-A — Noncompete agreements** — "A noncompete agreement may be presumed necessary if the legitimate business interest cannot be adequately protected through an alternative restrictive covenant, including but not limited to a nonsolicitation agreement or a nondisclosure or confidentiality agreement." *26 M.R.S. § 599-A(2).* [^lord-no-wider-cov]: **Lord v. Lord** — "We have long recognized that non-competition agreements are contrary to public policy and will be enforced only to the extent that they are reasonable and sweep no wider than necessary to protect the business interests in issue." *Lord v. Lord, 454 A.2d 830, 834 (Me. 1983).* [^me-599a-public-policy-cov]: **26 M.R.S. § 599-A — Noncompete agreements** — "Noncompete agreements are contrary to public policy and are enforceable only to the extent that they are reasonable and are no broader than necessary to protect one or more of the following legitimate business interests of the employer:" *26 M.R.S. § 599-A(2).* [^mclaren-macomb-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).* [^me-599c-discrimination-nd]: **26 M.R.S. § 599-C — Nondisclosure agreements** — "An employer may not require an employee, intern or applicant for employment to enter into a contract or agreement that waives or limits any right to report or discuss unlawful employment discrimination, as defined and limited by Title 5, chapter 337, subchapter 3, occurring in the workplace or at work-related events." *26 M.R.S. § 599-C(2).* [^me-599a-delayed-phys]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^ebg-ld2200-phys]: **Maine Restricts Noncompetes for Health Care Practitioners** — "The Amendments apply to all noncompete agreements entered into, or renewed on or after, the Amendments’ effective date of July 13, 2026 (the ‘Effective Date’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^me-599b-ban-notice]: **26 M.R.S. § 599-B — Restrictive employment agreements** — "An employer may not:" *26 M.R.S. § 599-B(2).* [^sisters-factors-tolling]: **Sisters of Charity Health System, Inc. v. Farrago** — "Although reasonableness is a question of law, the inquiry is fact-intensive, and it depends on the specific circumstances of the case: the covenant’s duration, the scope of the specified geographic area, and the nature of the interest to be protected." *Sisters of Charity Health Sys., Inc. v. Farrago, 2011 ME 62, ¶ 10, 21 A.3d 110.* [^me-utsa-injunctions-rem]: **10 M.R.S. § 1543 — Uniform Trade Secrets Act (Injunctive relief)** — "Actual or threatened misappropriation may be restrained or enjoined." *10 M.R.S. § 1543(1).* [^me-utsa-fees-rem]: **10 M.R.S. § 1545 — Uniform Trade Secrets Act (Attorney's fees)** — "If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith or willful and malicious misappropriation exists, the court may award reasonable attorneys fees to the prevailing party." *10 M.R.S. § 1545.* [^brignull-as-applied-sev]: **Brignull v. Albert** — "Finally, because the reasonableness of a noncompetition agreement depends on the specific facts of the case, we assess the agreement only as Brignull has sought to apply it and not as it might have been enforced on its terms." *Brignull v. Albert, 666 A.2d 82, 84 (Me. 1995).* [^lord-specificity-sev]: **Lord v. Lord** — "Upon remand, on the basis of the existing record and any further evidence received, the presiding justice should first define the nature and components of the good will included in the determination of value and then proceed to determine the scope of any restraint which may be reasonably necessary to protect the value of the asset." *Lord v. Lord, 454 A.2d 830, 835 (Me. 1983).* [^me-599a-delayed-surv]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^me-599a-delayed-asgn]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^ebg-ld2200-asgn]: **Maine Restricts Noncompetes for Health Care Practitioners** — "The Amendments apply to all noncompete agreements entered into, or renewed on or after, the Amendments’ effective date of July 13, 2026 (the ‘Effective Date’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^me-599a-delayed-ea]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^ebg-ld2200-ea]: **Maine Restricts Noncompetes for Health Care Practitioners** — "The Amendments apply to all noncompete agreements entered into, or renewed on or after, the Amendments’ effective date of July 13, 2026 (the ‘Effective Date’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^me-599a-wage-floor-gate]: **26 M.R.S. § 599-A — Noncompete agreements** — "The employee is earning wages at or below 400% of the federal poverty level; or" *26 M.R.S. § 599-A(3)(A).* [^foley-threshold-gate]: **Noncompete Agreements: Updated Income Thresholds for 2025** — "Accordingly, Maine is updating its $60,240 threshold from 2024 to $62,600 in 2025." *Foley & Lardner, Noncompete Agreements: Updated Income Thresholds for 2025 (2025).* [^me-599a-delayed-gate]: **26 M.R.S. § 599-A — Noncompete agreements** — "Except for a noncompete agreement between an employer and an allopathic physician or an osteopathic physician licensed under Title 32, chapter 48 or chapter 36, respectively, the terms of a noncompete agreement do not take effect until after one year of the employee's employment with the employer or a period of 6 months from the date the agreement was signed, whichever is later." *26 M.R.S. § 599-A(5).* [^me-599a-interests-gate]: **26 M.R.S. § 599-A — Noncompete agreements** — "Noncompete agreements are contrary to public policy and are enforceable only to the extent that they are reasonable and are no broader than necessary to protect one or more of the following legitimate business interests of the employer:" *26 M.R.S. § 599-A(2).* [^lord-no-wider-gate]: **Lord v. Lord** — "We have long recognized that non-competition agreements are contrary to public policy and will be enforced only to the extent that they are reasonable and sweep no wider than necessary to protect the business interests in issue." *Lord v. Lord, 454 A.2d 830, 834 (Me. 1983).* [^me-599a-alternatives-gate]: **26 M.R.S. § 599-A — Noncompete agreements** — "A noncompete agreement may be presumed necessary if the legitimate business interest cannot be adequately protected through an alternative restrictive covenant, including but not limited to a nonsolicitation agreement or a nondisclosure or confidentiality agreement." *26 M.R.S. § 599-A(2).* [^bernier-gate]: **Bernier v. Merrill Air Engineers** — "The nondisclosure clause does not prohibit Bernier from using the general skill and knowledge he acquired during his employment with Merrill." *Bernier v. Merrill Air Eng'rs, 2001 ME 17, ¶ 18, 770 A.2d 97.* [^me-599a-vet-gate]: **26 M.R.S. § 599-A — Noncompete agreements** — "A court may not enforce a noncompete agreement entered into or renewed with an employee who is a veterinarian licensed under Title 32, chapter 71‑A before the effective date of this paragraph unless the employee is working in a veterinary facility in which the employee has an ownership interest." *26 M.R.S. § 599-A(3).* [^ebg-ld2200-signed-gate]: **Maine Restricts Noncompetes for Health Care Practitioners** — "On April 15, 2026, Governor Janet T. Mills signed into law ‘An Act Relating to Noncompete Agreements Between Employers and Health Care Practitioners,’ L.D. 2200 (the ‘Amendments’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^ebg-ld2200-effective-gate]: **Maine Restricts Noncompetes for Health Care Practitioners** — "The Amendments apply to all noncompete agreements entered into, or renewed on or after, the Amendments’ effective date of July 13, 2026 (the ‘Effective Date’)." *Epstein Becker Green, Maine Restricts Noncompetes for Health Care Practitioners (2026).* [^me-599b-ban-gate]: **26 M.R.S. § 599-B — Restrictive employment agreements** — "An employer may not:" *26 M.R.S. § 599-B(2).* [^me-599b-penalty-gate]: **26 M.R.S. § 599-B — Restrictive employment agreements** — "An employer that violates subsection 2 commits a civil violation for which a fine of not less than $5,000 may be adjudged. The Department of Labor is responsible for enforcement of this section." *26 M.R.S. § 599-B(3).*