The Massachusetts non-disclosure agreement (NDA) sets forth the terms and conditions regarding proper and improper dissemination of a business entity’s trade secrets and confidential information. When two parties commence a business relationship in which one party will gain knowledge of the other’s trade secrets, a non-disclosure agreement should be implemented to protect the disclosing party’s information. The agreement will outline what constitutes confidential information, and will specify how said information can and cannot be used. Ultimately, the disclosing party does not want this valuable information to fall into the hands of any third party that might use it to gain the upper hand in their industry. By signing an NDA, the receiving party agrees only to use the business entity’s information in the manner set forth in the contract, and understands that the disclosing party may seek legal remedies in case of a breach of agreement.

Laws – Current laws regarding trade secrets and penalties for improper use thereof are listed below. However, Massachusetts will be adopting the Uniform Trade Secrets Act on Oct. 1, 2018.

Misappropriation – Not mentioned.

Trade Secret Definition (Ch. 266 § 30(4)) – Trade secret means and includes anything tangible or intangible or electronically kept or store, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement.