Massachusetts Non-Disclosure Agreement (NDA) Template

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Updated May 17, 2022

A Massachusetts non-disclosure agreement is designed to protect Trade Secrets. In the event that two (2) parties enter into business together, this contract expresses in no unclear terms the intent to keep Confidential Information out of the hands of a third party. If the agreement is Unilateral, the information is owned by the first party, and the second is legally bound to protect it to the best of their ability. The non-disclosure agreement allows for the recuperation of damages should the misappropriation of Trade Secrets take place. If the contract is mutual, both parties will be obligated to hold and maintain the secrecy of the organization’s information.

Laws – Mass. Gen. Laws Ann. ch. 266, § 30(4), Mass. Gen. Laws Ann. ch. 93, §§ 42 – 42G

“Trade Secret” Definition

“Trade secret,” specified or specifiable information, whether or not fixed in tangible form or embodied in any tangible thing, including but not limited to a formula, pattern, compilation, program, device, method, technique, process, business strategy, customer list, invention, or scientific, technical, financial or customer data that

(i) at the time of the alleged misappropriation, provided economic advantage, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, others who might obtain economic advantage from its acquisition, disclosure or use; and

(ii) at the time of the alleged misappropriation was the subject of efforts that were reasonable under the circumstances, which may include reasonable notice, to protect against it being acquired, disclosed or used without the consent of the person properly asserting rights therein or such person’s predecessor in interest.

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