Massachusetts Non-Disclosure Agreement (NDA) Review
Massachusetts was a late adopter of the Uniform Trade Secrets Act, enacting it at G.L. c. 93, sections 42 to 42G, effective October 1, 2018, the same day its Noncompetition Agreement Act (G.L. c. 149, section 24L) took effect. That non-compete law sets strict rules, including a 12-month cap and garden leave or other agreed pay, but it expressly does not apply to nondisclosure agreements or to customer and employee non-solicits.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Massachusetts
Massachusetts protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Banned for FLSA non-exempt employees, students in short-term jobs, workers 18 or younger, and anyone laid off or fired without cause. Otherwise capped at 12 months and requires garden-leave pay or other agreed consideration plus strict formalities.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Massachusetts also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Massachusetts's non-compete rules above.
Why does the non-compete law not reach NDAs?
Section 24L defines a noncompetition agreement narrowly and lists exclusions, including confidentiality agreements and covenants not to solicit or hire employees or customers. So an NDA that only protects confidential information, or adds a non-solicit, is judged under traditional Massachusetts common law reasonableness rather than the statute's notice, pay and duration requirements.
This creates a drafting incentive: employers may pack broad restrictions into 'non-solicitation' language. If a clause in your Massachusetts NDA actually stops you from working for a competitor, it is a non-compete in substance and should meet section 24L.
What did the 2018 trade secret law add?
Before October 1, 2018, Massachusetts relied on an older trade secret statute and common law. Chapter 93, sections 42 to 42G now track the uniform act with injunctions, damages and fee shifting, and section 42E sets a three-year deadline to sue after discovery.
Massachusetts has no general statute limiting harassment NDAs as of 2026. The federal Speak Out Act applies to pre-dispute sexual harassment and assault NDAs.
Questions to ask a Massachusetts employer
Ask whether the NDA contains anything the employer considers a non-compete, and if so, whether you received it with the offer or at least ten business days before starting, as section 24L requires. Ask for the standard confidentiality exclusions, a fixed term for non-trade-secret information, and a customer non-solicit limited to clients you served.
Massachusetts sources checked 2026-10-09: G.L. c. 93, section 42 (Massachusetts Legislature) · The Massachusetts Trade Secrets Act, four years on (Seyfarth, Trading Secrets). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Massachusetts NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Massachusetts law
- Return/destruction obligation and one-sided injunctive relief
Massachusetts NDA FAQ
Is an NDA enforceable in Massachusetts?
Yes, a reasonable confidentiality agreement is generally enforceable in Massachusetts, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Massachusetts?
NDAs sometimes bundle in non-compete language. In Massachusetts, non-competes are enforceable only in limited cases, Banned for FLSA non-exempt employees, students in short-term jobs, workers 18 or younger, and anyone laid off or fired without cause. Otherwise capped at 12 months and requires garden-leave pay or other agreed consideration plus strict formalities. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Massachusetts?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Massachusetts law.
Can Massachusetts enforce a non-compete buried in an NDA?
Massachusetts is one of 13 jurisdictions allowing them only in restricted circumstances. Banned for FLSA non-exempt employees, students in short-term jobs, workers 18 or younger, and anyone laid off or fired without cause. Otherwise capped at 12 months and requires garden-leave pay or other agreed consideration plus strict formalities. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Massachusetts agreement is too broad, what happens?
Courts may rewrite an overbroad restriction to something reasonable. That cuts against you: an employer has little to lose by drafting wide, because a court can pare the clause back rather than discard it. Negotiating the wording before signing matters more here than in states where an overbroad clause simply fails.
Does it matter which state's law the agreement names?
It can, because Massachusetts's neighbours do not all agree: Connecticut (generally enforceable), New York (generally enforceable), Vermont (generally enforceable). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Does the Massachusetts 12-month non-compete cap apply to my NDA?
Not to the confidentiality terms. G.L. c. 149, section 24L excludes nondisclosure agreements and customer and employee non-solicits. Those are judged under common law reasonableness. If a clause in the NDA effectively bars you from working for competitors, it is a non-compete and the statute's 12-month cap, notice and pay rules should apply.
Does a Massachusetts NDA need garden leave pay?
No. Garden leave or other mutually agreed consideration is a requirement for non-competes under section 24L, not for confidentiality agreements. An NDA can be supported by the job itself. If an employer calls a non-compete an 'NDA' to avoid paying, that label does not control.
Asked to sign an NDA in Massachusetts?
Upload it and get every clause checked against Massachusetts law in about a minute, with a fix for each problem.
How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Massachusetts rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Massachusetts law when you run your NDA, and you should confirm anything critical with a qualified attorney.