Massachusetts nda template

Massachusetts Non-Disclosure Agreement

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

• [Disclosing Party Legal Name], with its principal place of business at [Disclosing Party Address], and, if an entity, organized under the laws of [State of Incorporation (if applicable)] ("Disclosing Party"), and if an individual, residing at [Disclosing Party Address if Individual];
• [Receiving Party Legal Name], with its principal place of business at [Receiving Party Address], and, if an entity, organized under the laws of [State of Incorporation (if applicable)] ("Receiving Party"), and if an individual, residing at [Receiving Party Address if Individual].

1. Definitions

• Confidential Information:
  • Option A: All information disclosed by Disclosing Party to Receiving Party, whether orally or in written, electronic, or 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.
  • Option B: Any and all technical, financial, strategic, and other business information of Disclosing Party, including but not limited to Trade Secrets, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, software source code, customer lists, pricing information, marketing plans, and business strategies.
• Trade Secrets: Information, including a formula, pattern, compilation, program, device, method, technique, or process, that:
  • Option A: Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
  • Option B: Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
• Representatives:
  • Option A: Receiving Party's employees, officers, directors, agents, consultants, and advisors who need to know the Confidential Information for the Purpose described below.
  • Option B: Any person or entity acting on behalf of or under the direction or control of Receiving Party.

2. Exclusions from Confidentiality

• Option A: Information that is or becomes publicly available through no fault of Receiving Party.
• Option B: Information that was rightfully known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.
• Option C: Information that is independently developed by Receiving Party without use of or reference to the Confidential Information, as evidenced by Receiving Party's written records.
• Option D: Information that is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party.

3. Purpose of Disclosure

• Option A: The purpose of disclosure is to evaluate a potential business relationship between the parties regarding [Brief Description of Business Relationship].
• Option B: The purpose of disclosure is to facilitate [Specific Project or Transaction Context]. The Confidential Information may be used by Receiving Party solely for the limited purpose of [Specific Use of Information].
• Option C: The parties contemplate a business relationship and wish to exchange Confidential Information.

4. Obligations of Receiving Party

• Option A: Receiving Party shall protect the Confidential Information of Disclosing Party with the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care.
• Option B: Receiving Party may disclose Confidential Information to its Representatives who have a need to know such information for the Purpose, provided that such Representatives are bound by confidentiality obligations no less restrictive than those contained herein.
• Option C: Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
• Option D: If Receiving Party is required to disclose Confidential Information pursuant to a law, regulation, or court order, Receiving Party shall:
  • Option 1: Provide Disclosing Party with prompt written notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy.
  • Option 2: Not be required to notify Disclosing Party.

5. Term

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.
• Option B: With respect to Trade Secrets, the obligations of confidentiality shall continue perpetually, or until such information ceases to be a Trade Secret.
• Option C: The obligations of confidentiality under this Agreement shall continue until the Confidential Information enters the public domain through no fault of the Receiving Party.

6. Permitted Uses and Disclosures

• Option A: Receiving Party shall use the Confidential Information solely for the Purpose described in Section 3.
• Option B: Receiving Party shall not copy, reproduce, or otherwise duplicate the Confidential Information without the prior written consent of Disclosing Party.
• Option C: Receiving Party shall not store the Confidential Information electronically without implementing reasonable security measures to protect against unauthorized access or disclosure.
• Option D: The Confidential Information may only be used for internal evaluation purposes.

7. Return or Destruction of Confidential Information

• Option A: Upon the termination of this Agreement or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Upon the termination of this Agreement or upon Disclosing Party's written request, Receiving Party shall promptly destroy all Confidential Information in its possession or control, including all copies thereof, and provide Disclosing Party with written certification of such destruction.
• Option C: Receiving Party may retain one copy of the Confidential Information for archival purposes or to comply with applicable legal or regulatory requirements, provided that such retained Confidential Information shall continue to be subject to the terms of this Agreement.

8. Remedies

• Option A: Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or restrain any breach or threatened breach of this Agreement by Receiving Party.
• Option B: Receiving Party acknowledges that monetary damages may not be a sufficient remedy for a breach of this Agreement and agrees that Disclosing Party shall be entitled to equitable relief in addition to any other remedies available at law or in equity.
• Option C: The parties agree that Disclosing Party:
  • Option 1: Shall not be required to post a bond or other security in connection with any application for injunctive relief.
  • Option 2: Shall be required to post a bond or other security in connection with any application for injunctive relief.

9. Governing Law and Jurisdiction

• 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.
• Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of laws principles.
• Option C: 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 [County Name], Massachusetts, and the parties hereby consent to the personal jurisdiction of such courts.

10. Dispute Resolution

• Option A: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, State], with a mediator mutually agreed upon by the parties.
• Option C: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State].
• Option D: The prevailing party in any legal action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorney's fees and costs.
• Option E: Each party shall bear its own costs and attorney's fees.

11. Representations and Warranties

• Option A: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• Option B: No further obligations or licenses are conferred by the disclosure of Confidential Information under this Agreement.
• Option C: Disclosing party makes no warranty, express or implied, regarding the accuracy, completeness, or usefulness of the Confidential Information.

12. Assignment

• Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Option B: This Agreement may not be assigned by either party without the prior written consent of the other party.

13. Severability

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

14. Waiver

No waiver of any right or remedy under this Agreement shall be effective unless made in writing and signed by the party waiving such right or remedy.

15. Entire Agreement

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.

• Option A: This Agreement may be amended only by a writing signed by both parties.
• Option B: There are no oral agreements or representations related to this NDA.

16. Execution

• 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.
• Option B: This Agreement may be executed by electronic signature, which shall have the same force and effect as an original signature.

17. Massachusetts-Specific Provisions

• Trade Secret Protection: The parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Massachusetts Uniform Trade Secrets Act. The Disclosing Party shall clearly identify any information considered a Trade Secret.
• Massachusetts Employment NDA Carve-Out: Notwithstanding anything to the contrary in this Agreement, nothing herein shall prohibit Receiving Party (if an employee) from reporting unlawful conduct, participating in government investigations, or testifying under subpoena, as permitted or required by law.
• Massachusetts Settlement NDA Compliance: If this NDA relates to the settlement of a claim involving workplace harassment or discrimination, the parties acknowledge that applicable Massachusetts law may limit the enforceability of confidentiality provisions that would prevent disclosure of the underlying facts.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Legal Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]