A Massachusetts non-disclosure agreement is a legal document that protects trade secrets and proprietary information from unauthorized disclosure to external parties. A business usually executes this agreement between itself and its employees, investors, business partners, or independent contractors before it grants access to sensitive information.
The NDA establishes a clear understanding between the disclosing and receiving parties, as it outlines strict terms and conditions that forbid the recipient from sharing confidential information with any third party. It describes the boundaries of confidential data and dictates how an individual can and can’t utilize the information.
Trade Secret Laws
Title XV – Chapter 93 (Sections 42, 42A-G) and Title I – Chapter 226 (Section 30)
UTSA Version Adopted: 1985
Misappropriation (93 § 42B): A complainant is entitled to recover damages for misappropriation of information qualifying as a trade secret. They can collect damages that include the actual loss inflicted by the misappropriation and the unjust enrichment caused by misappropriation.
If the complainant is a victim of willful and malicious misappropriation, they may be able to receive up to twice the award amount from the court.
Statute of Limitation (93 § 42E): The statute of limitation for cases of misappropriation is three years.
Trade Secret Definition (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.
