A Massachusetts Non-Disclosure Agreement (NDA) protects trade secrets by preventing unauthorized disclosure. It is used by businesses with employees, investors, partners, or contractors before sharing sensitive data. The NDA sets strict terms against sharing confidential information, outlining the use and limitations of the data shared.
Massachusetts NDA Laws Overview
- Governing Laws: Title XV – Chapter 93 (Sections 42, 42A-G) and Title I – Chapter 226 (Section 30)
- Statute of Limitation: The statute of limitation for cases of misappropriation is three years (93 § 42E).
- Definition of Trade Secret (93 § 42):
“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.
Are NDAs Enforceable in Massachusetts?
Yes, NDAs are enforceable in Massachusetts. If a breach occurs, the disclosing party can recover damages for the actual loss caused by the misappropriation and any unjust enrichment resulting from it. In cases of willful and malicious misappropriation, the complainant may receive up to twice the amount awarded by the court.
