Massachusetts partnership nda template

Massachusetts Partnership Non-Disclosure Agreement

This Massachusetts Partnership Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and among:

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], and (if applicable) registered with the Commonwealth of Massachusetts as [Partner 1 Registration Details] (hereinafter "Partner 1");
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], and (if applicable) registered with the Commonwealth of Massachusetts as [Partner 2 Registration Details] (hereinafter "Partner 2");
• [Partner 3 Full Legal Name], residing at [Partner 3 Address], and (if applicable) registered with the Commonwealth of Massachusetts as [Partner 3 Registration Details] (hereinafter "Partner 3");

(Add or remove partners as necessary)

In their individual and collective capacities as partners in connection with the partnership (or prospective partnership, joint venture, employment, service, or collaboration) relating to [Description of Partnership Purpose] in Massachusetts.

1. Definition of Confidential Information

Confidential Information includes, but is not limited to: partnership financials and projections, client and supplier information, proprietary business models, trade secrets recognized under Massachusetts law (Mass. Gen. Laws ch. 93, § 42), intellectual property, negotiated contracts, partnership agreements or amendments, pricing structures, marketing strategies, business plans, partnership meeting minutes, R&D activities, technical know-how, employee or partner data, and any information disclosed in written, oral, visual, or electronic form related to the partnership or its prospective business relationships.

• Option A: Include only information clearly marked as confidential.
• Option B: Include all information reasonably understood to be confidential given the nature of the partnership.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• was lawfully known by the recipient prior to disclosure, as evidenced by the recipient's documented records;
• is or becomes publicly available through no fault of the recipient;
• is rightfully received by the recipient from a third party without any obligation of confidentiality; or
• is required to be disclosed pursuant to a valid legal order, subpoena, or other governmental action, provided that the recipient gives the disclosing party prompt written notice prior to disclosure, where legally permissible and consistent with Massachusetts civil procedure rules.

• Option A: No notice required for legal disclosures.
• Option B: Prior written notice required whenever legally permissible.

3. Use and Disclosure Restrictions

The Receiving Party shall use the Confidential Information solely and exclusively for the purposes of the Partnership as described herein [Description of Partnership Purpose]. The Receiving Party shall not use the Confidential Information for any other business, personal, or competitive purpose, nor shall it disclose, sell, transfer, or otherwise disseminate the Confidential Information to any third party (including affiliates, agents, or contractors) without the prior written consent of all partners.

• Option A: Consent required from a majority of partners.
• Option B: Consent required from all partners.

4. Safeguarding Obligations

Each partner shall protect the Confidential Information using commercially reasonable security standards, in line with Massachusetts data security regulations (201 CMR 17.00), including but not limited to storage and access control measures, document marking and segregation requirements, electronic transmission protocols, and procedures for handling hard copies and removable media. Confidential Information shall be shared internally only on a need-to-know basis and with explicit confidentiality undertakings from each internal recipient.

• Option A: Specific Security Protocol: All electronic Confidential Information must be encrypted with AES-256 encryption.
• Option B: General Compliance: Partners agree to comply with all applicable Massachusetts laws and regulations regarding data privacy and security.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue for the duration of the partnership, employment, or service engagement, and for a period of [Number] years following termination of the partnership relationship. Confidentiality obligations related to trade secrets, as defined under Massachusetts law, shall continue indefinitely.

• Option A: No post-termination confidentiality period (except for trade secrets).
• Option B: Five (5) year post-termination confidentiality period.

6. Return or Destruction of Confidential Information

Upon the expiration or termination of the partnership relationship, or at any time upon the written request of the disclosing party, each partner shall promptly return or securely destroy all Confidential Information in their possession or control, including all copies and derivative materials, and shall provide written certification of compliance to the disclosing party within [Number] days.

• Option A: Allow electronic destruction with verification.
• Option B: Require physical destruction of all documents.

7. Notification of Unauthorized Disclosure

Each partner shall immediately notify all other partners in writing upon discovery of any unauthorized disclosure, loss, or suspected breach of Confidential Information. The notifying partner shall cooperate fully with all remedial action and shall comply with all applicable Massachusetts data breach notification laws (Mass. Gen. Laws ch. 93H).

• Option A: Notification within 24 hours.
• Option B: Notification within 72 hours.

8. Remedies for Breach

In the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled to equitable relief, including injunctive relief under Massachusetts common law, in addition to all other remedies available at law or in equity, including liability for direct, indirect, and consequential damages. Contractual penalties may also be applied if specified and enforceable under Massachusetts law.

• Option A: Specific Performance: Parties agree specific performance is an appropriate remedy.
• Option B: Liquidated Damages: Breaching party liable for liquidated damages of [Dollar Amount].

9. Third-Party Rights

This Agreement is solely for the benefit of the parties hereto and does not create any rights in or confer any benefits upon any third party. No partner may assign or subcontract its obligations under this Agreement without the prior written consent of all other partners.

• Option A: Allow assignment to affiliates with notice.
• Option B: No assignment allowed.

10. Boilerplate Provisions

• Amendment: This Agreement may be amended only by a written instrument signed by all partners.
• Waiver: No waiver of any provision of this Agreement shall be effective unless expressly set forth in writing and signed by the party against whom the waiver is sought to be enforced.
• 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.

11. Choice of 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. Exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Massachusetts, unless the partnership agreement requires alternative dispute resolution such as mediation or arbitration in Massachusetts.

• Option A: Mandatory Arbitration: All disputes to be resolved through binding arbitration in Boston, MA.
• Option B: Mediation followed by Arbitration: Parties agree to mediate in good faith before initiating arbitration.

12. Massachusetts Regulatory Compliance

Each partner shall comply with all applicable Massachusetts-specific regulatory requirements for personal and sensitive data, particularly if the partnership involves regulated industries (such as healthcare, financial services, or education), and shall adhere to applicable state statutes and industry guidelines.

• Option A: Reference HIPAA compliance for healthcare partnerships.
• Option B: Reference GLBA compliance for financial services partnerships.

13. Acknowledgment of Existing Agreements

This Agreement is intended to supplement and not supersede any pre-existing partnership, operating, or employment agreements between the parties. To the extent there is any conflict, the terms of the partnership agreement shall prevail.

14. Notice

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail, recognized overnight courier, or encrypted electronic delivery, and shall be effective upon receipt. Notices shall be sent to the addresses set forth above.

• Option A: Allow email notification with confirmation.
• Option B: Require certified mail for all notices.

15. Interpretation

This Agreement’s scope, obligations, and remedies are to be interpreted in the context of Massachusetts partnership law, including fiduciary duties among partners.

16. Independent Legal Counsel

Each party acknowledges that they have had the opportunity to obtain independent legal counsel with respect to this Agreement.

17. 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, consistent with Massachusetts law.

18. Tailored Collaboration Scenario

This Agreement is specifically tailored for the collaboration scenario of [Specify: full partnership formation, joint venture, temporary project, consulting, or service engagement].

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

[Partner 3 Signature]

[Partner 3 Printed Name]

(Add or remove signature blocks as necessary)