Massachusetts mutual nda template

Massachusetts Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

[Discloser Name], with a principal place of business at [Discloser Address] ("Discloser"), and

[Recipient Name], with a principal place of business at [Recipient Address] ("Recipient").

Each party may be a Discloser of its own Confidential Information to the other, and each party is a Recipient of the other party's Confidential Information.

Definition of Confidential Information:

Option A: "Confidential Information" means any and all non-public information disclosed by either party to the other, whether orally, visually, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure. This includes, but is not limited to: business strategies, product designs, proprietary algorithms, source code, supplier and customer data, financial records, marketing plans, R&D activities, technical documentation, [Employer-provided policies, if applicable], [Employee data, if applicable, subject to Massachusetts privacy restrictions], and any other information pertaining to [Specific Industry or Context, e.g., pharmaceutical research, software development].

Option B: Confidential Information includes all information concerning either party’s business, technology, and operations that the other party gains knowledge of as a result of this Agreement. This includes, without limitation, any research, development, technical, marketing, or business information relating to current or future products or services, and any information concerning either party’s customers, suppliers, employees, investors, or business partners.

Exclusions from Confidential Information:

Information that is or becomes generally available to the public other than as a result of a disclosure by Recipient in violation of this Agreement.

Information that was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.

Information that is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as evidenced by Recipient's written records.

Information that is lawfully received by Recipient from a third party who is not bound by any confidentiality obligation with respect to such information.

Information that is required to be disclosed by law or court order, provided that Recipient provides Discloser with prompt written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy, in accordance with Massachusetts law.

Use of Confidential Information:

Option A: Recipient shall use Discloser's Confidential Information solely for the purpose of [State Specific Purpose, e.g., evaluating a potential business transaction, performing services under a consulting agreement]. Recipient shall not use Discloser's Confidential Information for any other purpose, including, without limitation, any commercial purpose, or disclose it to any third party.

Option B: Recipient may use the confidential information solely for the furtherance of the business relationship established between the parties, and specifically, for [Detailed description of purpose, e.g., the performance of consulting services]. Recipient shall not utilize the confidential information for its own benefit or for the benefit of any third party without express written consent from Discloser.

Protection of Confidential Information:

Option A: Recipient shall protect the confidentiality of Discloser's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Recipient shall implement and maintain appropriate technical and organizational measures to protect Discloser's Confidential Information against unauthorized access, use, or disclosure, including, but not limited to: [Specific security measures, e.g., encryption, access controls, physical security]. The standard of "reasonableness" is based on industry standards in Massachusetts.

Option B: Recipient agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information. Such precautions will be no less stringent than those taken to protect Recipient’s own confidential information, and will include, at a minimum: restricted access, secure storage, and encryption where appropriate, compliant with Massachusetts data privacy statutes (e.g., 201 CMR 17.00).

Handling of Personal Data:

Recipient agrees to comply with all applicable Massachusetts data protection and privacy laws, including but not limited to M.G.L. c. 93A and 93H, with respect to any personal data received from Discloser. Recipient shall only process such personal data for the specific purpose for which it was disclosed and shall not share it with any third party without Discloser's prior written consent, unless required by law. Recipient shall implement appropriate security measures to protect such personal data against unauthorized access, use, or disclosure.

Term and Termination:

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years (the "Term").

Option A: The obligation to protect trade secrets shall continue indefinitely. The obligation to protect all other Confidential Information shall continue for a period of [Number] years following the termination of this Agreement.

Option B: Either party may terminate this agreement with [Number] days' written notice. Termination shall not affect the obligation to protect confidential information, which will continue for [Number] years post-termination, or indefinitely for trade secrets.

Return or Destruction of Confidential Information:

Upon Discloser's written request or upon termination of this Agreement, Recipient shall promptly return to Discloser all copies of Discloser's Confidential Information in its possession or control, or, at Discloser's option, destroy all such copies and certify such destruction to Discloser in writing. This includes, but is not limited to, destruction in compliance with Massachusetts electronic records disposal requirements.

Notification of Unauthorized Disclosure:

Recipient shall immediately notify Discloser in writing upon becoming aware of any unauthorized disclosure, loss, or misuse of Discloser's Confidential Information. Recipient shall cooperate fully with Discloser in investigating any such incident and in mitigating its effects, as required under the Massachusetts Data Breach Notification Law (M.G.L. c. 93H and 93I).

Remedies:

Recipient acknowledges that unauthorized disclosure or use of Discloser's Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs. Indemnification is allowed to the extent permissible under Massachusetts contract law.

No License or Assignment:

This Agreement does not grant Recipient any license or other right in or to Discloser's Confidential Information or any intellectual property rights related thereto. All such rights remain exclusively with Discloser, consistent with Massachusetts unfair competition and trade secrets statutes (M.G.L. c. 93, § 42 et seq.).

Employee Rights:

Nothing in this Agreement shall be construed to restrict an employee's rights as protected under Massachusetts law, including whistleblower protections and non-waivable statutory rights.

Severability:

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

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 legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City, Massachusetts, e.g., Boston], Massachusetts.

Permitted Disclosures:

Recipient may disclose Discloser's Confidential Information to its employees, consultants, and professional advisors (e.g., attorneys, accountants) who have a need to know such information for the purpose of [State Specific Purpose], and who are bound by confidentiality obligations at least as protective as those contained herein, in accordance with local industry practice and Massachusetts professional conduct codes.

Amendment:

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

Signatures:

Discloser:

By: [Discloser Authorized Representative Name]

Title: [Discloser Authorized Representative Title]

Date: [Date]

Recipient:

By: [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title]

Date: [Date]

Electronic signatures are valid under the Massachusetts Uniform Electronic Transactions Act.

Representation of Authority:

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. If applicable, each party represents and warrants that it has obtained all necessary board or managerial approvals required to enter into this Agreement under Massachusetts law.

Third-Party Beneficiaries:

This Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Disclaimer:

If this NDA is used in connection with employment, it is expressly noted that this contract does not impose any restrictions on employee mobility, non-competition, or non-solicitation beyond the protection of confidential information, consistent with Massachusetts employment contract limitations (such as those in M.G.L. c. 149 §24L).

Industry-Specific Compliance (Optional):

Option A: If applicable, Recipient agrees to comply with all industry-specific confidentiality laws in Massachusetts, including [List Specific Laws, e.g., HIPAA, GLBA].

Option B: This agreement is subject to, and shall be interpreted in accordance with, all relevant Massachusetts regulations pertaining to [Specific Sector e.g. healthcare].