Massachusetts employee nda template

Massachusetts Employee Non-Disclosure Agreement

This Massachusetts Employee Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date], by and between [Employer Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Employer”), and [Employee Name], residing at [Employee Address] (“Employee”).

WHEREAS, Employer desires to protect its Confidential Information (as defined below); and

WHEREAS, Employee’s employment with Employer will commence on or about [Start Date].

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information means any and all information of Employer or its affiliates that is not generally known to the public, regardless of form (written, oral, electronic, or other tangible or intangible form), including, but not limited to: trade secrets (as defined under Massachusetts General Laws Chapter 93, Section 42), source code, algorithms, inventions, know-how, business strategies, financial records, profit/loss statements, cost structures, product designs/specifications, marketing plans, business methods and processes, customer/client lists, vendor/supplier data, sales leads, pricing, unreleased products/services, research and development documents, project management timelines, HR-related data (including employee compensation and reviews), and any information labeled as confidential.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was rightfully in Employee’s possession prior to its disclosure by Employer.
• Is or becomes publicly known through no wrongful act or omission of Employee.
• Is independently developed by Employee without use of or reference to Employer’s Confidential Information.
• Is required to be disclosed by law, regulation, or valid subpoena. If Employee is required to disclose Confidential Information by law, regulation, or valid subpoena, Employee shall provide Employer with prompt written notice to allow Employer to seek a protective order or other appropriate remedy. Employee shall reasonably cooperate with Employer in such efforts, and shall only disclose the minimum amount of Confidential Information necessary to comply with the legal requirement.

3. Purpose

Employee shall use the Confidential Information solely for the purpose of performing Employee’s job obligations and duties as described in their employment contract or HR documentation (the “Purpose”).

Employee shall not use Confidential Information, directly or indirectly, for personal profit, to aid any competitor of Employer, or for any purpose not expressly permitted by Employer.

4. Non-Disclosure

Employee shall not disclose or transmit any Confidential Information to any third party, including, but not limited to, direct competitors, future employers, family members, service providers, and affiliates, by any means, including print, digital, oral, or online/social media sharing.

5. Protection of Confidential Information

Employee shall exercise at least reasonable measures, and where relevant, commercially reasonable safeguards, to protect the confidentiality of the Confidential Information, including compliance with Massachusetts Data Security Regulation 201 CMR 17.00, if applicable.

• Option A: Physical Security: Employee shall maintain physical documents containing Confidential Information in locked storage and shall control access to office areas where Confidential Information is stored.
• Option B: Electronic Security: Employee shall protect electronic Confidential Information with password protection, encrypted transmission, and controlled access.

6. Protected Personal Information

If Employee handles protected personal information (PI), HIPAA data, consumer information, or financial account data, Employee shall comply with all applicable industry-specific regulations and shall immediately notify Employer of any data breach or unauthorized disclosure of such information in accordance with M.G.L. c. 93H.

7. Term

Employee’s obligations under this Agreement shall continue during Employee’s employment with Employer and for a period of [Number] years after termination of employment. The protection of trade secrets may extend indefinitely as provided by law.

8. Return of Materials

Upon termination of employment, resignation, or upon Employer’s written request, Employee shall promptly return or certify the destruction of all Confidential Information, including all records, electronic files, notes, and derivative works in Employee’s possession or control.

9. Data Breach Notification

Employee shall immediately report any actual or suspected data breach, including any wrongful transmission, unauthorized access, or accidental loss of Confidential Information, to Employer. Employee shall cooperate fully with Employer in investigating, mitigating, and remedying such incidents.

10. Remedies for Breach

Employee acknowledges that any breach of this Agreement may cause irreparable harm to Employer. Employee agrees that Employer shall be entitled to seek injunctive relief and/or specific performance in addition to any other remedies available at law or equity, including actual and consequential damages, attorney fees, and possible liquidated damages if enforceable under Massachusetts law. Breach of this Agreement shall also constitute grounds for disciplinary action, up to and including termination of employment.

11. Whistleblower Protection

Nothing in this Agreement shall prevent Employee from truthfully reporting violations of law to government agencies or complying with lawful investigations, consistent with Massachusetts and federal whistleblower protections.

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. No Restriction on General Skills or Lawful Competition

This Agreement does not restrict Employee’s post-employment lawful use of general skills or knowledge unrelated to Confidential Information or trade secrets, nor does it prohibit lawful competition consistent with M.G.L. c. 149, § 24L, if applicable.

14. No Implied Waiver

No modification, waiver, or amendment of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

15. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute, interpretation, or claim arising from this Agreement shall be brought in a Massachusetts state court or federal court sitting in Massachusetts.

16. Dispute Resolution

The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through good-faith negotiation.

• Option A: Mediation: If negotiation fails, the parties agree to submit the dispute to mediation in accordance with the rules of [Mediation Organization].
• Option B: Arbitration: Any unresolved dispute shall be settled by binding arbitration in accordance with the Massachusetts Arbitration Act.

17. Adaptation

Employer may tailor the scope of this Agreement to Employee’s specific role, including restricting access to certain data types for non-managerial staff or implementing specialized handling for protected health information.

18. Acknowledgment

Employee acknowledges that Employee has read and understood this Agreement, has had the opportunity to seek legal counsel, and is signing it voluntarily.

19. Attachments

The following company policies are attached to this Agreement and incorporated by reference:

• [Policy Name, e.g., Network Security Policy]
• [Policy Name, e.g., HIPAA Policy]
• [Policy Name, e.g., Remote Access Policy]

20. Electronic Monitoring and Non-Competition/Non-Solicitation

Employee acknowledges that Employee has been notified of the possibility of electronic monitoring or recording of communications, if applicable, as required by Massachusetts law. This Agreement is distinct from any non-competition or non-solicitation agreements between Employer and Employee, which are governed by separate notice and consideration requirements under Massachusetts law, if applicable.

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

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

Address: [Employer Address]

Phone: [Employer Phone]

Email: [Employer Email]

[Employee Name]

Address: [Employee Address]

Phone: [Employee Phone]

Email: [Employee Email]