Massachusetts consultant nda template

Massachusetts Consultant Non-Disclosure Agreement

This Massachusetts Consultant Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date], by and between:

[Company Full Legal Name], a company organized and existing under the laws of Massachusetts, with its principal place of business at [Company Address] ("Company"),

and

[Consultant Full Legal Name], an individual residing at [Consultant Address] or a [State of Incorporation] entity with its principal place of business at [Consultant Address] ("Consultant").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Company to Consultant, whether orally, visually, in writing, electronically, or in any other tangible or intangible form, that relates to Company’s past, present, or future business affairs. Confidential Information includes, but is not limited to:

• Proprietary business information, including trade secrets as defined by Massachusetts General Laws Chapter 93, Section 42.
• Technical data, including designs, formulas, procedures, research, and product development information.
• Proprietary software or code, including source code, object code, and related documentation.
• Business strategies, financial data, forecasts, and marketing plans.
• Client and supplier lists, contract terms, and pricing information.
• Project specifications, methodologies, and internal processes.
• Intellectual property, including patents, trademarks, copyrights, and trade secrets.
• R&D materials, invention records, and know-how.
• Internal processes and any information disclosed in written, electronic, oral, visual, or any other tangible/intangible format.
• Information categorized as confidential or highly confidential, designated through appropriate labeling or marking of consultant deliverables.

2. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Consultant.
• Was lawfully and independently obtained by Consultant prior to the Effective Date of this Agreement, as evidenced by Consultant’s contemporaneous written records.
• Is rightfully received by Consultant from a third party without breach of any obligation of confidentiality.
• Is required to be disclosed by law, subpoena, or court order; provided, however, that Consultant shall provide Company with prompt written notice of such requirement and shall reasonably cooperate with Company in seeking a protective order or other appropriate remedy to prevent or limit such disclosure.

3. Permitted Use

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as described in [Reference Document, e.g., Statement of Work], or as otherwise expressly authorized in writing by Company. Consultant shall not use the Confidential Information for any personal benefit, to compete with Company, or for any other purpose not expressly authorized by Company.

4. Protection of Confidential Information

Consultant shall implement industry-standard and commercially reasonable safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with applicable Massachusetts data protection statutes, including, if applicable, 201 CMR 17.00. These safeguards shall include, but not be limited to:

• Secure storage of Confidential Information.
• Implementation of access controls and password management protocols.
• Secure transmission of Confidential Information, including encryption where appropriate.
• Restrictions on the use of personal devices or third-party cloud solutions to store or access Confidential Information without Company’s prior written approval.
• Adherence to Company's remote access policies.

5. Consultant Personnel

Consultant shall ensure that all of its personnel, subconsultants, or agents who have access to Confidential Information are bound by obligations of confidentiality at least as restrictive as those contained in this Agreement. Consultant shall obtain signed written acknowledgments from any such parties confirming their agreement to be bound by these obligations. Consultant shall not circumvent, nor attempt to circumvent, and shall not reverse engineer any software or other Confidential Information provided by Company.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue for the duration of the consultancy and for a period of [Number] years following the termination of the consultancy, or perpetually with respect to any information constituting a trade secret under Massachusetts law.

• Option A: Upon termination of the consulting engagement, or upon Company’s request, Consultant shall promptly return to Company all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.
• Option B: Upon termination of the consulting engagement, or upon Company’s request, Consultant shall, at Company’s option, either return to Company all Confidential Information or destroy such Confidential Information, certifying in writing to Company that such destruction has occurred. Destruction of Confidential Information shall be conducted in a manner consistent with reasonable standards.

7. Security Breach

Consultant shall promptly notify Company in writing of any actual or suspected security breach, unauthorized access, or disclosure of Confidential Information. Such notice shall be provided within [Number] hours of Consultant becoming aware of such event and shall include all details reasonably necessary for Company to assess and address the breach, consistent with Massachusetts data breach notification laws, including G.L. c. 93H and 201 CMR 17.00. Consultant shall cooperate fully with Company in investigating and remediating any such security breach.

8. Remedies

Consultant acknowledges that any breach of this Agreement may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, including specific performance, in addition to any other remedies available at law or in equity.

• Option A: Consultant agrees to pay liquidated damages of [Dollar Amount] per instance of breach of this NDA.
• Option B: Company is entitled to pursue any remedies afforded by law.

These remedies are cumulative and not exclusive.

9. No License

Nothing in this Agreement shall be construed as granting Consultant any license or other right in or to the Confidential Information, or any intellectual property rights of Company. The Confidential Information is disclosed solely for the purpose of the consulting services.

10. Ownership of Work Product

To the fullest extent permitted by Massachusetts law, all inventions, deliverables, or developments created by Consultant in the scope of the consulting engagement, including all related intellectual property rights, shall be owned exclusively by Company, and shall be deemed “work made for hire”.

11. Non-Solicitation

During the term of this Agreement and for a period of [Number] months following the termination of the Agreement, Consultant shall not, directly or indirectly, solicit, recruit, or hire any employee of Company.

12. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Massachusetts law, the remaining provisions shall remain in full force and effect.

13. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. The exclusive venue and jurisdiction for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in Massachusetts.

16. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding in accordance with the Massachusetts Uniform Electronic Transactions Act.

17. Independent Legal Counsel

Consultant acknowledges that they have had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement.

18. Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: [Description of Services]
• Exhibit B: [Description of Confidential Data Categories] (If Applicable)

19. Survival

All obligations and representations in this agreement survive until the expiration of each respective confidentiality period.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Company Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Consultant Full Legal Name]

By: [Consultant Signature, or Name if Individual]

Title: [Title, if applicable]