Make a Massachusetts Non-Disclosure Agreement

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What is a Massachusetts Non-Disclosure Agreement?

A Massachusetts non-disclosure agreement (NDA), also known as a confidentiality agreement, may be a legally binding document between a business and its employees or independent contractors. The purpose of a Massachusetts non-disclosure agreement is to prevent employees or contractors from giving business secrets to competitors or the public by the use of restrictive covenants.

For a Massachusetts non-disclosure agreement to be legally enforceable, you should make sure that it is both specific and reasonable and that it complies with Massachusetts law. It is often part of an employment contract package.

Before drafting an NDA or signing one, you should seek legal advice from a law firm that handles employment law matters.

Massachusetts NDA Laws

Non-disclosure agreements and trade secrets are governed by two specific sets of statutes in Massachusetts. In Mass. Gen. Laws. ch. 266, § 30 , one may find the penalties for stealing trade secrets. In Mass. Gen. Laws, ch. 93, § 42A defines the relief that a business may be entitled to receive if someone violates their NDA.

To ensure that the NDA complies with Massachusetts laws, businesses need to be clear about what information they consider a trade secret. It is also helpful for a business to do what they reasonably can to keep that information private.

Another important contract that should be used with this NDA is a Massachusetts non-compete agreement .

Definition of “Trade Secrets”

Because the purpose of an NDA is to protect confidential information, it is important for those using this non-disclosure agreement to understand how the State of Massachusetts defines the term “trade secret.” This information is found in Mass. Gen. Laws. ch. 266, § 30 .

A trade secret includes tangible or intangible information that may or may not be kept electronically. It could be evidence or records of something scientific, technical, related to merchandising, production, or management information. It could also be a design, process, procedure, formula, invention, or improvement.

How to Write a Massachusetts Non-Disclosure Agreement

To write a Massachusetts non-disclosure agreement, read the Massachusetts General Laws that cover trade secrets so that you understand the way that this sensitive information is covered. However, this is no substitute for obtaining legal advice from a lawyer. A lawyer can help ensure that your NDA is enforceable and able to protect your trade secrets.

You can save your NDA template in Microsoft Word (.docx) for easier editing.

  • The opening paragraph starts by identifying the parties of the NDA: the Disclosing Party and the Receiving Party. The Disclosing Party is the party with the trade secrets. The Receiving Party is the third-party, such as an employee or an independent contractor. Then, the scope of the agreement is set: to prevent the misappropriation of sensitive information. This paragraph also includes an effective date.
  • The definition of "trade secret" according to Massachusetts General Law. The law defines "trade secret" as information that is tangible or intangible that may or may not be electronic such as evidence or records of something scientific or technical related to merchandising, production, or management information. It could also be related to design, process, procedures, a formula, inventory, or related to an improvement.
  • Exemptions to what is protected by the NDA. Examples include information that is made public at no fault of the receiving party, something created or discovered by the receiving party before it is provided to the disclosing party, something legitimately learned by the receiving party without the assistance of the disclosing party or their agent, or information shared by the receiving party with the written consent of the disclosing party.
  • Obligations of the receiving party. Examples include maintaining the trade secrets in their highest confidence to ensure the benefit of the disclosing party, carefully restricting access to sensitive information without written consent from the disclosing party, and not using the information for their benefit without the written permission of the disclosing party.
  • Relationship clause. Some Massachusetts non-disclosure agreements benefit from a relationship clause because it is used to point out that nothing within the agreement makes either party an employee, partner, or joint venturer of the other.
  • Jurisdiction clause. This clause states that the parties agree the laws of Massachusetts will be used to govern the agreement and to determine the outcome of any dispute related to the agreement.
  • Severability clause. This clause is used to keep the remainder of the non-disclosure agreement enforceable if a Massachusetts court finds that a clause is invalid for any reason.
  • Integration clause. This clause states that the parties agree that the NDA expresses their full understanding of the subject matter and that it supersedes all prior proposals, agreements, representations, and understandings. It should also state that the agreement may not be amended except in writing and only if the parties sign the amendment.
  • Waiver clause. This clause states that if a party fails to assert any right presented in the agreement, they do not waive prior or subsequent rights.

At the end of the agreement, there should be space for the parties to sign their names. Their names should also be printed as well as their roles from the agreement (Disclosing Party and Receiving Party). The parties should date their signatures. Finally, they should both receive a copy of the executed contract for their records.

Download a PDF or Word Template

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