MASSACHUSETTS TRADE SECRET NON-DISCLOSURE AND PROTECTION AGREEMENT

[Drafted for compliance with Massachusetts law and the Massachusetts Uniform Trade Secrets Act (“MUTSA”)]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Parties.
    a. Disclosing Party: [Disclosing Party Legal Name], a [State/Country of Incorporation/Organization] [Entity Type] with its principal place of business at [Address] (“Disclosing Party”).
    b. Recipient: [Recipient Legal Name], a [State/Country of Incorporation/Organization] [Entity Type] with its principal place of business at [Address] (“Recipient”).

1.2 Effective Date. This Agreement is effective as of [Effective Date] (the “Effective Date”).

1.3 Purpose. The Parties desire to engage in discussions and/or other business dealings regarding [Brief Description of Transaction or Purpose] (the “Purpose”), and in connection therewith the Disclosing Party may disclose, and Recipient may receive, certain Trade Secrets (as defined below).

1.4 Consideration. The mutual promises herein constitute good and valuable consideration, the receipt and sufficiency of which are acknowledged.

1.5 Governing Law & Jurisdiction Statement. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws rules.

[// GUIDANCE: Confirm corporate authority for each signatory before execution.]

II. DEFINITIONS

For ease of reference, the following capitalized terms shall have the meanings set forth below. All other capitalized terms used but not defined have the meanings ascribed elsewhere in this Agreement.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of ≥50 % of the voting equity or other comparable ownership.

“Arbitration Rules” – The Commercial Arbitration Rules of the American Arbitration Association (AAA) in effect as of the filing date of any arbitration demand.

“Disclosing Party” – See §1.1.

“Improper Means” – Theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means; it expressly excludes reverse engineering, independent development, or any other lawful means of acquisition.

“Injunctive Relief” – Any temporary, preliminary, or permanent injunctive or equitable relief, including specific performance.

“MUTSA” – The Massachusetts Uniform Trade Secrets Act, as amended from time to time.

“Purpose” – See §1.3.

“Recipient” – See §1.1.

“Representatives” – A Party’s directors, officers, employees, consultants, advisors, agents, and legal counsel who have a need to know Trade Secrets for the Purpose and who are bound by obligations of confidentiality at least as restrictive as those set forth herein.

“Trade Secret” – Information, including but not limited to technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, processes, drawings, financial data, lists, or plans, that (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, all as further interpreted under MUTSA.

[// GUIDANCE: Add any project-specific defined terms (e.g., “Evaluation Results,” “Prototype”) here alphabetically.]

III. OPERATIVE PROVISIONS

3.1 Confidentiality Obligations.
    a. Recipient shall (i) use the Trade Secrets solely for the Purpose; (ii) not disclose Trade Secrets to any third party other than its Representatives; and (iii) protect Trade Secrets with at least the same degree of care Recipient uses to protect its own confidential information of like importance, but in no event less than reasonable care.
    b. Recipient shall ensure that each Representative receiving Trade Secrets is informed of their confidential nature and the obligations herein and shall be responsible for any breach by its Representatives.

3.2 Limited Permitted Disclosure. Recipient may disclose Trade Secrets to the minimum extent required by a valid court order or other governmental demand, provided that Recipient (i) promptly notifies Disclosing Party, (ii) cooperates with any efforts to contest or limit such disclosure, and (iii) uses reasonable efforts to obtain confidential treatment.

3.3 Ownership; No License. All Trade Secrets remain the sole and exclusive property of Disclosing Party. No license or other rights—by implication, estoppel, or otherwise—are granted except the limited right to use the Trade Secrets strictly for the Purpose.

3.4 Return/Destruction. Upon the earlier of (i) written request, or (ii) termination or completion of the Purpose, Recipient shall promptly return or certify destruction of all tangible and intangible embodiments of Trade Secrets, save that one archival copy may be retained solely for legal compliance.

3.5 Term.
    a. Confidentiality Period: Recipient’s duty to protect Trade Secrets shall continue for so long as the information qualifies as a Trade Secret under applicable law.
    b. Agreement Term: This Agreement commences on the Effective Date and continues until terminated upon thirty (30) days’ prior written notice by either Party; provided, however, that §§3–8 shall survive any termination or expiration.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents and warrants that:
    a. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and
    b. this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against it.

4.2 Disclosing Party Warranty. The Disclosing Party represents that it has the right to disclose the Trade Secrets for the Purpose.

4.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TRADE SECRETS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

[// GUIDANCE: Consider attaching a disclosure schedule if particular Trade Secrets require specific identification.]

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws. Recipient shall comply with all applicable federal and Massachusetts laws, including export-control restrictions, when handling or transferring Trade Secrets.

5.2 Notice of Misappropriation. Recipient shall promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of Trade Secrets or any other breach of this Agreement and shall cooperate with Disclosing Party to regain possession of the Trade Secrets and prevent further unauthorized use.

5.3 No Reverse Engineering. Recipient shall not analyze, decompile, disassemble, or reverse engineer any tangible objects or software embodying Trade Secrets except to the limited extent expressly authorized in writing by the Disclosing Party.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Any breach of §3 (Confidentiality Obligations), §5 (Covenants), or §7 (Indemnification) constitutes an “Event of Default.”

6.2 Notice & Cure. Upon an Event of Default, the non-breaching Party shall notify the breaching Party in writing. If the breach is capable of cure, the breaching Party shall have five (5) calendar days to effect a complete cure.

6.3 Injunctive Relief. Because monetary damages may be inadequate, the Parties agree that the Disclosing Party shall be entitled to immediate Injunctive Relief, without the necessity of posting bond, in any Massachusetts state court of competent jurisdiction, in addition to all other remedies available at law or equity.

6.4 Damages.
    a. The Disclosing Party may recover actual damages, including both (i) its own losses and (ii) the Recipient’s unjust enrichment not otherwise included in actual damages.
    b. Where the misappropriation is found to be willful and malicious, the Disclosing Party may recover exemplary damages up to two (2) times the amount of actual damages, to the fullest extent permitted under MUTSA.

6.5 Attorneys’ Fees & Costs. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs, including expert-witness fees.

VII. RISK ALLOCATION

7.1 Indemnification by Recipient. Recipient shall defend, indemnify, and hold harmless the Disclosing Party and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”), from and against any and all losses, damages, liabilities, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Recipient’s breach of this Agreement, or (ii) Recipient’s or its Representatives’ misappropriation, disclosure, or use of the Trade Secrets.

7.2 No Liability Cap. THE PARTIES EXPRESSLY AGREE THAT NO MONETARY CAP SHALL APPLY TO RECIPIENT’S LIABILITY UNDER THIS AGREEMENT.

7.3 Insurance. [OPTIONAL: Recipient shall maintain, at its own expense, commercially reasonable cyber-liability or errors & omissions insurance covering liabilities that may arise under this Agreement, naming Disclosing Party as additional insured upon request.]

7.4 Force Majeure. Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control (other than payment obligations), provided that such Party promptly notifies the other Party and uses commercially reasonable efforts to mitigate the impact.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

8.2 Forum Selection & Injunctive Relief Carve-Out.
    a. The state courts located in Suffolk County, Massachusetts, shall have exclusive jurisdiction over any action for Injunctive Relief under §6.3.
    b. The Parties irrevocably submit to such jurisdiction and waive any objection based on inconvenient forum.

8.3 Arbitration (Preferred).
    a. Except for actions for Injunctive Relief under §6.3, any controversy or claim arising out of or relating to this Agreement shall be finally resolved by confidential, binding arbitration administered by the AAA in Boston, Massachusetts, under the Arbitration Rules.
    b. The tribunal shall consist of a single arbitrator who is a licensed attorney with at least ten (10) years’ experience in complex commercial disputes.
    c. The arbitrator may award any relief permitted by Massachusetts law, including Injunctive Relief and attorneys’ fees. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver. THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Recipient may not assign or delegate any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Disclosing Party; any attempted assignment in violation of the foregoing is void. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.3 Severability & Reformation. If any provision is held unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

9.4 Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous oral or written agreements or understandings.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or secure e-signature platform) are deemed to be original signatures for all purposes.

9.6 Notices. All notices must be in writing and deemed given when (i) delivered by hand with signed receipt, (ii) sent by nationally recognized overnight courier with tracking and confirmation, or (iii) sent via email with confirmation of receipt, in each case to the addresses set forth below (or such other address designated by notice).

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Massachusetts Trade Secret Non-Disclosure and Protection Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: If notarization or witness attestation is desired under internal policy, add appropriate blocks here.]