Massachusetts Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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Massachusetts rules that this document follows

Trade secret statuteMassachusetts Uniform Trade Secrets Act (adopted 2018)Source: Mass. Gen. Laws c. 93, §§ 42-42G
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); employee wage discussion (Mass. Gen. Laws c. 149, § 105A(c))Source: Mass. Gen. Laws c. 149, § 105A; 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statuslimited — Agreements after Oct. 1, 2018: written, signed, right to counsel stated; provided ≥ 10 business days before start or with fair and reasonable consideration mid-employment; max 12 months (24 if breach of fiduciary duty/theft); garden leave (50% of base pay) or other mutually-agreed consideration; void for non-exempt employees, students, workers under 18, and employees laid off/terminated without cause; physicians, nurses, psychologists, social workers, broadcasters exemptSource: Mass. Gen. Laws c. 149, § 24L; c. 112, §§ 12X, 74D, 129B
Non-solicitationCustomer and employee non-solicits expressly excluded from § 24L; enforceable under common lawSource: Mass. Gen. Laws c. 149, § 24L(a)
Choice-of-law limitsChoice of another state's law is unenforceable against an employee who resided or worked in Massachusetts for 30 days before termination; Suffolk Superior Court or county of residence venue (§ 24L(e))
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in Massachusetts

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in Massachusetts and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in Massachusetts?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Massachusetts enforces trade-secret protection under Massachusetts Uniform Trade Secrets Act (adopted 2018) (Mass. Gen. Laws c. 93, §§ 42-42G).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); employee wage discussion (Mass. Gen. Laws c. 149, § 105A(c)). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.