Massachusetts independent contractor nda template

Massachusetts Independent Contractor Non-Disclosure Agreement

This Massachusetts Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made as of this [Date], by and between [Company Name], a company organized and existing under the laws of Massachusetts, with its principal place of business at [Company Address] (“Disclosing Party”), and [Contractor Name], residing at [Contractor Address] (“Receiving Party”).

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Receiving Party is an independent contractor providing services to Disclosing Party, and in connection with such services may have access to Disclosing Party's confidential information;

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

Definition of Confidential Information

Option A: “Confidential Information” means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: business strategies, technical data, software code, proprietary methodologies, financial records, pricing structures, customer identities and contact information, supplier and partner data, operational procedures, marketing plans, trade secrets as defined under Massachusetts General Laws Chapter 93, Section 42, intellectual property, unpublished patents, and all information conveyed in written, electronic, visual, or oral form that is uniquely disclosed to the independent contractor during the term of their engagement.

Option B: Confidential information includes [Describe specific types of confidential information, e.g., customer lists, marketing plans, product designs] and any derivative information created by Receiving Party based on Disclosing Party's confidential information.

Option C: All information pertaining to [Specific Project Name] will be considered confidential.

Exclusions from Confidentiality

Option A: The obligations of confidentiality under this Agreement shall not apply to information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was rightfully in Receiving Party’s possession prior to disclosure by Disclosing Party; (c) is rightfully disclosed to Receiving Party by a third party without restriction; or (d) is required to be disclosed by law, subpoena, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Confidential Information does not include information independently developed by Receiving Party without use of Disclosing Party's Confidential Information, as demonstrated by written records.

Use and Scope Limitations

Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing the services as an independent contractor for Disclosing Party as described in the Independent Contractor Agreement dated [Date of Independent Contractor Agreement] and for no other purpose whatsoever. Receiving Party shall not use the Confidential Information for its own benefit, or for the benefit of any third party, including any competitor of Disclosing Party.

Option B: Use of confidential information is limited to [Specific project or task] and must be in compliance with Disclosing Party's policies.

Protection of Confidential Information

Option A: Receiving Party shall take commercially reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to, storing the Confidential Information in a secure location, restricting access to the Confidential Information to those employees or agents of Receiving Party who have a need to know such information in order to perform the services, and implementing and maintaining appropriate security measures to prevent unauthorized access to or disclosure of the Confidential Information, in accordance with Massachusetts standards, including secure storage, restricted access, secure digital transmission, password protections, and preventing unauthorized copying or sharing, with an explicit requirement to comply with any heightened data security protocols applicable to regulated industries or as required under the Massachusetts Data Security Regulations 201 CMR 17.00 if personal information of Massachusetts residents is disclosed.

Option B: Receiving Party agrees to comply with all of Disclosing Party's security policies and procedures regarding the protection of Confidential Information.

Option C: Receiving Party must encrypt all electronic communications containing Confidential Information.

Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the Independent Contractor Agreement and for a period of [Number] years thereafter, except with respect to Massachusetts trade secrets, which shall be protected indefinitely.

Option B: The confidentiality obligations under this agreement shall survive indefinitely.

Return of Confidential Information

Option A: Upon termination of the Independent Contractor Agreement or upon Disclosing Party’s written request, Receiving Party shall immediately return to Disclosing Party all Confidential Information, including all copies, summaries, and extracts thereof, or, at Disclosing Party’s option, certify in writing the destruction of such Confidential Information.

Option B: Receiving Party must delete all electronic copies of Confidential Information from all devices upon termination of the agreement.

Notification of Breach

Option A: Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any breach or suspected breach of this Agreement, or any unauthorized access to or disclosure of the Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating any such breach or suspected breach and in taking steps to mitigate the damage caused by such breach. Especially if Personal Information of Massachusetts residents is involved.

Option B: Receiving Party must report any potential data breach within 24 hours of discovery.

Remedies for Breach

Option A: Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. In the event of any breach or threatened breach of this Agreement, Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity, including monetary damages, equitable remedies allowed under Massachusetts law, specific performance, and any contractual liquidated damages if appropriate under Massachusetts enforceability principles.

Option B: Disclosing Party may terminate the Independent Contractor Agreement immediately upon any breach of this NDA.

Governing Law and Dispute Resolution

Option A: 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 arising out of or relating to this Agreement shall be resolved through negotiation, followed by mediation or arbitration in Massachusetts (or as otherwise specified by the parties) before recourse to state or federal courts located within the Commonwealth, as consistent with local legal and judicial practices.

Option B: Any legal action related to this agreement will be brought in [County Name] County, Massachusetts.

No License

Option A: Nothing in this Agreement shall be construed as granting Receiving Party any right, license, or ownership interest in or to the Confidential Information or any intellectual property of Disclosing Party.

Option B: All intellectual property rights remain exclusively with Disclosing Party.

Reverse Engineering

Option A: Receiving Party shall not reverse engineer, decompile, or disassemble any software, products, or other Confidential Information of Disclosing Party, mindful of Massachusetts’ approach to trade secret and IP enforcement.

Option B: Receiving Party shall not attempt to derive the design or construction of any product from any Confidential Information.

Independent Contractor Status

Option A: It is expressly understood and agreed that Receiving Party is an independent contractor and not an employee, partner, or joint venturer of Disclosing Party. This Agreement does not create an employment or partnership relationship, and compliance with independent contractor legal standards under Massachusetts law (such as the ABC Test in M.G.L. c. 149, § 148B) is required at all times.

Option B: Receiving Party is solely responsible for all taxes and other obligations related to their compensation.

Injunctive Relief

Option A: Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive relief for any actual or threatened breach of this Agreement, as enforced by Massachusetts courts in the context of trade secret and contract law.

Option B: Disclosing Party may seek a temporary restraining order to prevent any further disclosure of Confidential Information.

Assignment and Delegation

Option A: Receiving Party shall not assign this Agreement or delegate any of its obligations under this Agreement without the prior written consent of Disclosing Party. Receiving Party shall not transfer obligations or share confidential information with any subcontractor or third party unless expressly permitted, and subjecting any permitted recipient to equivalent written confidentiality obligations.

Option B: Any attempt to assign this Agreement without Disclosing Party’s consent shall be void.

Compliance with Laws

Option A: Receiving Party shall comply with all applicable privacy, data protection, and industry-specific regulations applicable in Massachusetts—such as healthcare, education, or financial data laws—and specifically reference 201 CMR 17.00 if personal information is involved.

Option B: Receiving Party agrees to immediately notify Disclosing Party of any regulatory issues that may arise.

Notices

Option A: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above. Notices clause detailing Massachusetts address for service of process and regular contractual correspondence for both parties.

Option B: Notices may also be sent via email to [Company Email Address] and [Contractor Email Address].

Schedules/Addenda

Option A: This NDA may be tailored with industry- and engagement-specific schedules or addenda if sensitive data categories or special compliance regulations (e.g., HIPAA, GLBA, FERPA) apply.

Option B: See attached Schedule A for additional confidentiality provisions related to [Specific Industry].

Severability

Option A: 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, tailored to Massachusetts law ensuring if any provision is deemed invalid under Massachusetts law, the remainder of the agreement remains enforceable.

Option B: The parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the same economic effect.

Amendment and Waiver

Option A: This Agreement may be amended only by a written instrument signed by both parties. 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. Amendments must be in a signed writing expressly referencing the NDA and waivers must be explicit and in writing.

Option B: Email communication is not sufficient for waiving any right under this Agreement.

Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. This NDA supersedes all prior understandings on confidentiality between the parties in relation to this engagement.

Option B: This agreement does not supersede the underlying Independent Contractor Agreement.

Counterparts

Option A: 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. This Agreement may be executed in counterparts, including valid electronic signatures according to Massachusetts electronic transaction law.

Option B: Facsimile or electronically scanned signatures shall have the same effect as original signatures.

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

[Contractor Name]

Signature: [Signature]