Massachusetts NDA Enforceability: What Changed
NDAs in Massachusetts
Non-disclosure agreements are standard in Massachusetts' biotechnology, healthcare, financial services, and higher education sectors. The state's concentration of research institutions and startups makes NDA enforcement a frequent legal issue.
Massachusetts Legal Framework
Massachusetts enforces NDAs under the Massachusetts Trade Secrets Act (M.G.L. c. 93, Section 42 et seq., effective October 2018) and general contract law. This statute modernized trade secret protection and brought Massachusetts into alignment with the Uniform Trade Secrets Act.
The Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, Section 24L), also effective October 2018, primarily governs non-competes but has influenced how courts view related restrictive covenants, including NDAs.
Enforceability Analysis
- Protects legitimate trade secrets or confidential information — The information must meet the statutory definition under the Trade Secrets Act: information that derives economic value from not being generally known and is subject to reasonable secrecy measures
- Reasonable scope — The definition of confidential information must be specific and not extend to general industry knowledge
- Adequate consideration — For new hires, employment is sufficient. For existing employees, courts may expect additional consideration, mirroring the approach taken under the Noncompetition Agreement Act
- Not overly restrictive — An NDA that functionally prevents an employee from working in their field may be treated as a non-compete and subjected to the stricter requirements of the Noncompetition Agreement Act
Red Flags
- The NDA covers research or findings that may be subject to academic freedom protections
- There is no exception for information that was independently known to you before signing
- The agreement applies to non-exempt or hourly workers (who may have additional protections under the Noncompetition Agreement Act)
- The NDA lacks any time limitation for non-trade-secret information
When to Consult a Lawyer
Consider consulting a Massachusetts attorney if the NDA was presented without adequate consideration, if it covers academic research or general knowledge, or if you earn an hourly wage. The 2018 legislative reforms provide important new protections.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.