Massachusetts Non-Disclosure Agreement
The Massachusetts Non-Disclosure Agreement (NDA) is a contract that protects a company or individual’s trade secrets from being exposed to others in a way that could competitively or financially harm their business. If the party shares the information 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. For unilateral agreements, the party sharing the information is known as the “disclosing party”
Massachusetts recently adopted the national Uniform Trade Secrets Act, officially putting the law into use on October 1st, 2018.
- Massachusetts Mutual Non-Disclosure Agreement.pdf
- Massachusetts Non-Disclosure Agreement (Draper).pdf
- Massachusetts Non-Disclosure Agreement (MIT).pdf
What is the UTSA & Why Was it Established?
The Uniform Trade Secrets Act (UTSA) was established in recognition of the need for the law to support businesses that desire to use NDAs in states other than their own. Prior to the enactment of the UTSA, a company that operated in two (2) states with substantially different NDA laws faced significant difficulty applying the two (2) sets of laws to their circumstances. For instance, a company that operated in both Massachusetts and Maine would need to determine how the respective NDA laws of each state applied to their business.
Although the states that adopted the UTSA, including Massachusetts, made slight modifications to both its wording and terms, the laws are overall quite standardized across the country. Given these slight differences, citizens of each state should only reference their state’s NDA laws.
Trade Secret Law
Massachusetts became the 49th state to accept the Uniform Trade Secrets Act (UTSA). Massachusetts’ version of the Trade Secrets Act, found in Chapter 93, Section 42 of Massachusetts’ General Laws, became active on October 1st, 2018. Below is a brief outline of the act.
Laws: §§ 42 – 42G
- § 42: Definitions of frequently used words in the Act.
- § 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 the Massachusetts Legislature.
- § 42G: Conveys that the act is meant to be in line with the states that adopted the Act.
Statute of Limitations
Massachusetts statute 42E states that those that suffered from having their secrets stolen have three (3) years from the date it was discovered (or should have been discovered) to make a case regarding the matter.