Massachusetts Non-disclosure Agreement (NDA)
This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is made effective as of ________ [Insert Date] by and between ________ [Insert Name of Disclosing Party], with a principal place of business located at ________ [Insert Address], (hereinafter referred to as the "Disclosing Party") and ________ [Insert Name of Receiving Party], with a principal place of business located at ________ [Insert Address], (hereinafter referred to as the "Receiving Party").
WHEREAS, the Disclosing Party possesses certain confidential information that is proprietary to their business and wishes to disclose this information to the Receiving Party for the purpose of ________ [Insert Purpose of Disclosure]; and
WHEREAS, the Receiving Party agrees to receive, use, and protect the Confidential Information in accordance with the terms of this Agreement and the laws of the State of Massachusetts.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
- Confidential Information: The term "Confidential Information" as used in this Agreement shall mean any and all non-public information, including but not limited to, technical and non-technical information, know-how, trade secrets, business operations, strategies, and other information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment.
- Obligation of Confidentiality: The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to the Confidential Information to those of its employees, contractors, and third parties as are necessary and bound by similar obligations of confidentiality and non-use.
- Use of Confidential Information: The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or engaging in a business relationship with the Disclosing Party. Any other use of the Confidential Information, not expressly permitted by this Agreement or without the prior written consent of the Disclosing Party, is strictly prohibited.
- Term and Termination: This Agreement will commence on the date first above written and shall continue in effect until ________ [Insert Termination Date or Event], unless earlier terminated by either party upon ________ [Insert Notice Period] days' prior written notice to the other party.
- Return of Confidential Information: Upon termination or expiration of this Agreement, the Receiving Party shall, at the discretion of the Disclosing Party, return or destroy all materials embodying Confidential Information that were disclosed under this Agreement.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of laws principles.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the Parties have executed this Massachusetts Non-disclosure Agreement as of the date first above written.
Disclosing Party: ________________________
Receiving Party: _________________________