Massachusetts Non-Disclosure Agreement

The Massachusetts Non-Disclosure Agreement (NDA) is a contract that is used to protect a company or individual’s trade secrets from being exposed to those that could use it in damaging ways. If the party learning the trade secret shares it with an unapproved third (3rd) party, the discloser of the trade secret(s) can potentially have the court issue an injunction (stopping the use of the secret) and/or receive compensation from damages. Massachusetts adopted the national Uniform Trade Secrets Act, officially putting the law into use on October 1st, 2018. To understand the new law, check out our overview of each section below.

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Trade Secret Law

Massachusetts became the 49th state to accept the Uniform Trade Secrets Act (UTSA) and made it active on October 1st, 2018. The purpose of the UTSA is to make the states’ laws regarding Trade Secrets unvarying, protecting businesses that operate in more than one state protected when signing NDA’s. The law can be found at the following: Section 42. Below is a brief outline of Massachusett’s interpretation of the act, which should be understood if doing business in MA and bound under the agreement.

  • § 42 – Definitions of frequently used words
  • § 42A -Discusses when an injunction can be issued by the court
  • § 42B – When the complainant can recover damages caused by misappropriation
  • § 42C – Discusses what is required for the court to pay for the winning party’s attorney’s fees
  • § 42D – What the court will do to preserve the secrecy of trade secrets during litigation
  • § 42E – The statute of limitations (3 years)
  • § 42F – How the act affects other laws within Massachusetts Legislature
  • § 42G – Conveys that the act is meant to be in line with the states that adopted the act

How to Write

Step 1 – Once both parties have gone through the contract making any edits as necessary, download the contract in one of two (2) formats, Adobe PDF or Microsoft Word.

Step 2 – Starting with the first (1st) page, enter the Current Date followed by the Names and Addresses of both the parties involved (Disclosing and Receiving Parties).

 

Step 3 – Head to the second (2nd) page and go to the tables. Here, both parties will need to enter their Printed Names, their Titles within their companies, the Dates in which they are signing the contract, and their full Signatures. Signing the NDA makes it active, requiring all confidential information be secret until stated in the agreement.