Massachusetts supplier nda template

Massachusetts Supplier Non-Disclosure Agreement

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

• [Principal Legal Name], a [Principal Entity Type] with its principal place of business at [Principal Address], hereinafter referred to as "Principal," and

• [Supplier Legal Name], a [Supplier Entity Type] with its principal place of business at [Supplier Address], hereinafter referred to as "Supplier."

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Principal to Supplier, whether orally, in writing, electronically, or by any other means, that relates to Principal's business, including, but not limited to:

• Proprietary business processes

• Manufacturing methods

• Pricing structures

• Order histories

• Material or component specifications

• Quality control data

• Product development plans

• Supply chain details

• Inventory records

• Production schedules

• Legal and regulatory compliance documentation

• Supplier and customer data

• Trade secrets as defined under Massachusetts General Laws (M.G.L.) c. 93, § 42

• Any other information that a reasonable person would understand to be confidential given the circumstances.

2. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Is or becomes generally available to the public other than as a result of a disclosure by Supplier in violation of this Agreement.

• Was already known to Supplier prior to its disclosure by Principal, as demonstrated by Supplier's pre-existing written records.

• Is independently developed by Supplier without use of or reference to Principal's Confidential Information, as demonstrated by Supplier's contemporaneous written records.

• Is rightfully received by Supplier from a third party without any obligation of confidentiality to Principal.

• Is required to be disclosed pursuant to a valid order or subpoena issued by a court or other governmental body of competent jurisdiction in Massachusetts, or applicable Massachusetts law, provided that:

• Supplier provides Principal with prompt written notice of such requirement prior to disclosure, if legally permissible, so that Principal may seek a protective order or other appropriate remedy.

• Supplier cooperates with Principal in seeking such protective order or other remedy.

• Supplier only discloses that portion of the Confidential Information that is legally required to be disclosed.

3. Permitted Use

Supplier shall use the Confidential Information solely for the purpose of [Specific Purpose of the Supplier Relationship, e.g., "manufacturing widgets according to Principal's specifications"].

• Option A: Supplier shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or the benefit of any third party.

• Option B: Supplier shall not use the Confidential Information to develop, market, or sell any product or service that competes with Principal's products or services.

4. Information Security and Safeguards

Supplier shall implement and maintain reasonable and appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Technical safeguards, such as encryption of Confidential Information both in transit and at rest, access controls, and firewalls.

• Administrative safeguards, such as employee training on data security and confidentiality, and implementation of a written information security policy.

• Physical safeguards, such as secure storage of physical documents containing Confidential Information and restricted access to areas where Confidential Information is accessed or stored.

• If the Confidential Information includes personal information as defined under Massachusetts law, Supplier shall comply with the Massachusetts Standards for the Protection of Personal Information (201 CMR 17.00) and shall maintain an updated Written Information Security Program (WISP).

• Supplier shall document compliance with these security measures and provide such documentation to Principal upon request.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the duration of the Supplier's provision of goods or services to the Principal.

• Following termination of this Agreement or upon Principal's written request, Supplier shall:

• Option A: Promptly return all Confidential Information to Principal, including all copies and derivatives thereof.

• Option B: Promptly destroy all Confidential Information, including all copies and derivatives thereof, and certify in writing to Principal that such destruction has been completed. The destruction method must ensure the complete and irreversible deletion of electronic data, e.g., secure erasure and physical destruction of media.

• The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of:

• Option A: Five (5) years.

• Option B: Indefinitely, with respect to Confidential Information that constitutes a trade secret under Massachusetts law.

6. Breach Notification

In the event of any actual or suspected data breach or unauthorized use or disclosure of the Confidential Information, Supplier shall:

• Notify Principal and [Designated Legal Contact at Principal] in writing within [Number] hours of discovery of such breach or unauthorized use or disclosure.

• Fully cooperate with Principal in investigating, containing, remedying, and making any required reports under Massachusetts data breach notification statutes (M.G.L. c. 93H).

7. Intellectual Property

All intellectual property rights, including but not limited to copyrights, patents, and trade secrets, in the Confidential Information shall remain solely with Principal.

• Supplier shall not acquire any right, title, or interest in or to the Confidential Information.

• Supplier shall not reverse engineer, decompile, or disassemble any Confidential Information.

• Supplier shall not develop any competing goods or services using the Confidential Information.

8. Non-Circumvention and Non-Solicitation

During the term of this Agreement and for a period of [Number] years thereafter, Supplier shall not, directly or indirectly:

• Solicit, induce, or encourage any client, vendor, or employee of Principal to terminate its relationship with Principal.

• Circumvent Principal to directly engage with Principal's clients, vendors, or employees using Confidential Information gained during the supplier relationship.

9. Remedies for Breach

Supplier acknowledges that any breach of this Agreement may cause irreparable harm to Principal for which monetary damages may be inadequate.

• Principal shall be entitled to:

• Injunctive relief to prevent any further breach of this Agreement.

• Actual and consequential damages resulting from the breach.

• Reimbursement of legal fees and costs incurred in enforcing this Agreement.

• Principal may seek remedies under the Massachusetts Uniform Trade Secrets Act for misappropriation of trade secrets.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, including but not limited to M.G.L. c. 93, 93A, 93H, 93I, and Massachusetts contract common law, without regard to its conflict of law 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 the Commonwealth of Massachusetts.

11. Amendments

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

12. Assignment and Subcontracting

Supplier shall not assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of Principal.

• Any permitted subcontractor shall be required to enter into a written confidentiality agreement with Principal, which shall be at least as stringent as this Agreement and compliant with Massachusetts law.

13. Supplier Personnel

Supplier shall ensure that all of its employees, subcontractors, and agents who have access to the Confidential Information are bound by written confidentiality agreements that are at least as stringent as this Agreement and compliant with Massachusetts law.

14. Severability

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

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, relating to such subject matter.

16. Massachusetts Regulatory Compliance

Supplier represents and warrants that it shall comply with all applicable state, federal, and industry-specific laws and regulations, including, without limitation [List Relevant Regulations e.g., HIPAA, GLBA, CCPA (if applicable)], in its performance under this Agreement.

• Supplier shall update its practices as these laws and regulations evolve.

17. Electronic Signatures

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. Electronic signatures shall be treated as original signatures under the Massachusetts Electronic Transactions Act.

18. Data Deletion/Audit

• Option A: Upon termination of this agreement, Supplier shall provide Principal with proof it has securely deleted all confidential data from their systems.

• Option B: Principal maintains the right to audit Supplier’s data security practices for compliance with this NDA and relevant Massachusetts regulations, subject to providing reasonable advance notice.

19. International Data Transfers

If the performance of the services hereunder requires the transfer of Confidential Information across international borders, Supplier shall:

• Comply with all applicable Massachusetts and federal data export and import controls.

• Comply with Principal's cross-border data transfer requirements as communicated in writing.

20. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

• Supplier shall notify Principal of any change of control (e.g., acquisition) that may affect its ability to comply with the terms of this Agreement.

21. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the following addresses:

• If to Principal:

[Principal Legal Name] [Principal Address] Attention: [Contact Person] Email: [Email Address]

• If to Supplier:

[Supplier Legal Name] [Supplier Address] Attention: [Contact Person] Email: [Email Address]

For purposes of service of process, Supplier agrees to be subject to individualized service of process as authorized under Massachusetts procedural rules.

22. Good Faith and Fair Dealing

Each party agrees to act in good faith and deal fairly with the other party in the performance of its obligations under this Agreement, consistent with the implied covenant of good faith and fair dealing under Massachusetts law.

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

[Principal Legal Name]

By: [Authorized Principal Representative Name] Title: [Authorized Principal Representative Title]

[Supplier Legal Name]

By: [Authorized Supplier Representative Name] Title: [Authorized Supplier Representative Title]