Free Massachusetts Non-Disclosure Agreement


Essential Clauses in the Non-Disclosure Agreement in Massachusetts

If you are going to use a confidentiality agreement in Massachusetts to protect your trade secrets and proprietary information from falling into the hands of your competitors from your employees, independent contractors, or potential investors/ buyers, you must protect that information.

Asking someone not to breathe a word about a trade secret is one thing and the person you speak about the trade secret with might blubber and let the secret out, but, if that persons signs a document that shows that they have agreed to take on the responsibilities that come with a breach of contract takes the protection of that information a notch higher.

Take note of the fact that the confidentiality agreement and the non-disclosure agreement refer to one document.

However, as you look for a free Massachusetts non-disclosure agreement form online, how do you ensure that the document is airtight and there will be nothing close to the manipulation of the truth?

Undeniably, non-disclosure agreements (NDAs) have become commonplace in the corporate world, and some professionals are even neglecting the significance of the document.

You don’t want a poorly drafted NDA that is weak, ineffective, or one that could be regarded as void and worthless, do you? Well then, to draft an enforceable and a free non-disclosure agreement in Massachusetts, you need to take a keen look at all its clauses.

  • These clauses will give your NDA all the weight it deserves.

    • Definition of the Non-Disclosure Agreement
      This clause is undeniably the most important one because it spells out the kind, type or category of information that needs safeguarding from the public. Even though you are afraid that the wrong person will read the details of the NDA, you – the company/ disclosing party, must define the specifics of the confidential information.

The specifications of the trade secret or information regarded as proprietary should be clearly outlined to constitute privileged information. You may want to explain the formats of the information covered by the NDA. You also need to specify the means through which the information is shared whether oral, electronic or written.

Here, you might want to disclose the acceptable uses of the information. Again, be specific about the uses and don’t leave any details to chance/ creative imaginations.

  • While mentioning what should be in the NDA, it is also important to indicate the information that is not considered confidential, either because the information is available in the public realm or because the receiving party obtained the information legitimately before signing the contract.

    • Parties

The main parties to an NDA are the disclosing and the receiving parties. Here, the disclosing party should indicate who the receiving party may disclose or not disclose the information to. We all know that the devil is in the details so, leave no room for doubt. Some of the persons the receiving party may disclose the information to include professional consultants and independent contractors. Note that these individuals might have to sign NDAs as well.

  • Note: the NDA does not create a permanent relationship between the parties, and either party is free to withdraw from the relationship at any time they see fit. For this, include a non-binding clause in the document.

    • Term and duration

  • To be enforceable, the contract should indicate how long the confidential information stays confidential. While there is no statutory time limit to NDAs because of the uniqueness of the trade secrets/ proprietary information, the set time should be reasonable. The court will not enforce unrealistic and unfair time frames.

    • The legal obligation for disclosing the information

  • If, at some point, the receiving party is compelled by the government to divulge the details of the NDA, will you handle the aftermath? Even when doing everything by the book, something might happen, and the courts, government agency, or an administrative arm of the law may compel your secret holder to reveal trade secrets.

  • Since this can happen at any time, you must indicate in the NDA that this is not considered a breach of contract. But, the receiving party must notify you of the demand to disclose, and they should only disclose the information when it is an absolute necessity.

    • Return of information

  • It should be indicated in the NDA that at a specific time, the receiving party should destroy or return the confidential information. This is a clause that ensures your data is protected after the information is no longer considered private.

    • Jurisdiction

  • To prevent a misunderstanding or a conflict or even a breach of contract, your NDA must adhere to set statutory regulations. Doing this ensures that the right court oversees cases about your NDA.

    • Remedies

In the event of a breach of contract, there should be an acceptable remedy. Acceptable remedies include an injunction relief or damages.

Non-compete agreement

To prevent an ex-employee from trading trade secrets with the competition, working for the competition or soliciting clients, you might have to ask your employees in contact with the company’s sensitive information to sign a non-compete. However, the restrictions of this document should be reasonable for enforcement.

There should also be a consideration paid in exchange for the contractual arrangement. Consideration includes initial/ continued employment, a promotion or even a bonus.

Are you looking for an NDA in Boston, Springfield, Salem, Worcester, Cambridge, Plymouth, Lowell or any other city in Massachusetts? Look no further! Get our free non-disclosure agreement forms now.