Download Massachusetts Non-Disclosure Agreement Template [PDF]

The Massachusetts non-disclosure agreement (NDA), or confidential disclosure agreement, is a legal document signed between two or more parties that provides the guarantee that the confidential information shared between them won’t be made accessible to any third party without the previous authorization of the parties that are part of the NDA.

What is a Trade Secret in Massachusetts?

A trade secret in Massachusetts is confidential business information, such as design, process, method, or formula, that can be considered a competitive advantage of that business and, for that reason, needs to be kept confidential.

Types of Non-Disclosure Agreements

This section presents two main types of non-disclosure agreement forms based on which party takes on the obligation of keeping the exchanged information confidential:

Two Types of Non-Disclosure Agreements

Unilateral NDA: This type of NDA creates an obligation only for the party receiving the confidential information from the party issuing the NDA. This is typical for the NDAs companies sign with their employees.
Mutual NDA: With this type of NDA, all parties interacting are taking on the obligation of not sharing the exchanged information with the public.

Legal Requirements for Massachusetts Non-Disclosure Agreement

This section outlines the legal framework for the non-disclosure agreement template in Massachusetts:

Mandatory Requirements for NDA in Massachusetts

Statutes: § 30(4), 42, 42A
Definitions: § 42
Statute of limitations: An action for misappropriation must be brought within three years after the misappropriation is discovered. (§ 42E)

What Can a Non-Disclosure Agreement Be Used For in Massachusetts?

In Massachusetts, the non-disclosure agreement template can be used in the following situations:

NDA Uses and Scopes in Massachusetts

Protection of business and trade secrets: Used by business entities to protect their confidential information during their interaction with third parties, such as business partners, suppliers, vendors, and others.
Protection of intellectual property: Used during the development of a certain intellectual property before it gets formal protection from the aspect of intellectual property laws.
Protection of client information: Businesses that have certain databases containing sensitive information about their clients use this type of NDA to protect it in situations where they have to share this information with the third parties processing it.
After the litigation settlement: The parties can use this type of NDA to keep the terms of their settlement agreement confidential.

Massachusetts Non-Disclosure Agreement FAQ

Yes, the NDA is a legally binding document in Massachusetts. However, for the document to be fully binding for all of the parties, each one of them must have the legal capacity to sign it.
No, the Massachusetts NDA doesn’t need to be signed in front of a witness to be valid. However, if the parties want to provide an additional level of authentication for the document, they can include the witness signatures.
In Massachusetts, you can always decline to sign the NDA. However, you should consider that this action might affect the relationship between you and the party issuing the NDA.