What clauses are required in a Massachusetts Non-Disclosure Agreement?

Massachusetts law requires specific provisions including: MUTSA Trade Secret Definition, DTSA Immunity Notice, Non-Competition Agreement Act Carve-Out. contract.diy automatically includes all mandatory clauses with proper legal citations when generating your Non-Disclosure Agreement.

What terms are prohibited in a Massachusetts Non-Disclosure Agreement?

Under Massachusetts law, certain provisions are void or unenforceable, including: Overly broad confidentiality that functions as a non-compete; Restrictions on reporting to government agencies. contract.diy is built to avoid these terms and will warn you if your description suggests including something that's not legally permissible.

How does contract.diy ensure my Non-Disclosure Agreement complies with Massachusetts law?

Every generated contract goes through 7 automated compliance checks specific to Massachusetts. These cover mandatory provisions, prohibited terms, proper citations, and formation requirements. Any issues are flagged before you download.

Can I use this Non-Disclosure Agreement template outside of Massachusetts?

This template is specifically tailored to Massachusetts law. Using it in another jurisdiction may result in missing requirements or including provisions that don't apply. We recommend generating a new contract with the correct jurisdiction selected for full compliance.

Massachusetts Non-Disclosure Agreement — Free Template Generator

Key legal considerations

You are generating an NDA governed by Massachusetts law. Massachusetts follows the Uniform Trade Secrets Act (MUTSA, Mass. Gen. Laws ch. 93, §§ 42–42G). Critical: The Massachusetts Noncompetition Agreement Act (MNAA, Mass. Gen. Laws ch. 149, § 24L) restricts non-competes — they require garden-leave clauses, cannot exceed 12 months, and have compensation thresholds. NDAs must be carefully scoped to avoid being recharacterized as non-competes. Massachusetts courts can reform overbroad restrictive covenants. Continued employment alone may be insufficient consideration for NDAs with existing employees. Always include the DTSA immunity notice and preserve whistleblower rights under Mass. Gen. Laws ch. 149, § 185.

What's required

Mandatory clauses for a valid non-disclosure agreement under Massachusetts law.

MUTSA Trade Secret Definition
Mass. Gen. Laws ch. 93, § 42
DTSA Immunity Notice
18 U.S.C. § 1833(b) (DTSA Immunity)
Non-Competition Agreement Act Carve-Out
Mass. Gen. Laws ch. 149, § 24L
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)

What's prohibited

Terms and provisions that are void or unenforceable under Massachusetts law.

Overly broad confidentiality that functions as a non-compete
The Massachusetts Noncompetition Agreement Act (MNAA) restricts non-competes. NDAs that are so broadly drafted they effectively prevent someone from working in their field may be recharacterized as non-competition agreements subject to the MNAA's strict requirements, including garden-leave provisions and a 12-month maximum duration.
Mass. Gen. Laws ch. 149, § 24L
Restrictions on reporting to government agencies
Massachusetts has robust whistleblower protections. NDAs cannot restrict employees from reporting suspected violations of law to government agencies, participating in government investigations, or testifying in proceedings.
Mass. Gen. Laws ch. 149, § 185 (Whistleblower Protection Act)

Legal references

Key statutes and regulations that govern non-disclosure agreements in Massachusetts.

Massachusetts Uniform Trade Secrets Act (MUTSA)
Mass. Gen. Laws ch. 93, §§ 42–42G
Massachusetts trade secret protection statute providing injunctive relief, damages (including exemplary damages for willful and malicious misappropriation), and attorney's fees.
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Massachusetts Noncompetition Agreement Act (MNAA)
Mass. Gen. Laws ch. 149, § 24L
Regulates non-competition agreements, requiring garden-leave clauses, a 12-month maximum duration, and compliance with compensation thresholds. Relevant to NDAs that may function as de facto non-competes.
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Defend Trade Secrets Act
18 U.S.C. § 1836 et seq.
Federal trade secret protection; provides civil cause of action for trade secret misappropriation.
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