Practice Area:

Non-Disclosure Agreements

Non disclosure agreements


Non-Disclosure Agreements

Massachusetts employers frequently require employees to execute a non-disclosure agreement to protect trade secrets, so they can prevent providing other organizations with access to confidential information that may give them a competitive advantage. However, these contracts can be a burden on your ability to earn a living if they unreasonably preclude you from seeking new job opportunities

While you should consult with one of our experienced employment attorneys at Rodman Employment Law about the specifics of your situation, some background information may also help you understand how non-disclosure agreements work.

Summary of Non-Disclosure Agreements

In employment law, a non-disclosure contract is an agreement between an employer and employee where the employee agrees to not reveal certain information learned within the context of the employment relationship. Employers often ask employees to sign this type of restrictive covenant upon starting work because they are seeking to protect proprietary trade secrets or confidential information.

Though you may be requested to sign a non-disclosure agreement when you begin a new position, you must keep in mind that the terms of such agreements usually continue to apply after you leave, either voluntarily or involuntarily.

  • Massachusetts Law on Non-Disclosure Agreements:
    Massachusetts has developed legal principles to protect trade secrets through legislation and case law. In the Massachusetts statute on taking trade secrets, there is a prohibition on taking qualifying information through such acts as embezzlement, stealing, fraud, copying, and other misconduct. If you violate the provisions of a legally valid non-disclosure clause, your employer may sue to enjoin your activities and prevent you from continuing to engage in wrongdoing. In addition, an employer can seek monetary damages for the losses it suffers as a result of your breach. Note that Massachusetts law does allow a court, in the discretion of the judge, to double the amount of damages.
  • Non-Disclosure Agreements Under Federal Law:
    The federal Economic Espionage Act does impact confidentiality agreements by making it a crime to misappropriate trade secrets. Some information that companies maintain could be considered a trade secret, such as customer lists and contact information. There is also a private right of action for a company to sue an employee who steals items that qualify as trade secrets under the Act.

Provisions Included in Non-Disclosure Agreements

A non-disclosure agreement will usually contain provisions where your employer mentions the value of trade secrets, identifies protected information, and forbids you from divulging it. Acts that are commonly prohibited by non-disclosure agreements are:

  • Presenting an invention to a business partner, investor, or distributor;
  • Showing a product or demonstrating technology to a potential customer; and, Revealing financial, marketing, or other details to others outside your business.

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Legal Recourse for Unjust Non-Disclosure Agreements

If you did sign a non-disclosure agreement with your employer, you do have options to avoid the harsh consequences that occur when you try to seek new employment. As mentioned, the burden of a Massachusetts employer in proving the case is high. If you are threatened with legal action, you can work with an experienced attorney to demonstrate that:

  • The essential elements of a contract do not exist, especially as they relate to consideration when you signed the confidentiality agreement after you already started work;
  • Your actions do not amount to breach of contract, so your employer has no legal standing; or,
  • The non-disclosure agreement is not enforceable because it does not comply with Massachusetts law.

With any of these types of legal recourse, time is of the essence in retaining a knowledgeable lawyer to represent your interests. Resolving any disputes as quickly as possible enables you to move forward right away to new employment, without burdens or concerns about future legal action.

Non-Disclosure Agreements (NDA) – Resources & Statistics

Definition of a non-disclosure agreement from the Nolo Plain-English Law Dictionary as provided by the Cornell Law School.


Provides information on when Non-Disclosure Agreements (NDAs) make sense to require, different types of NDAs (mutual vs. non-mutual), key elements of NDAs, what qualifies as confidential, the scope of the obligation, exclusions from NDAs, and the length of NDAs.

Trade Secret – Information provided by Cornell Law School about the Uniform Trade Secrets Act (UTSA) which is legislation created by the Uniform Law Commission, a non-profit organization, that protects information, such as trade secrets, like that of an NDA.


Information provided by Cornell Law School about the Uniform Trade Secrets Act (UTSA) which is legislation created by the Uniform Law Commission, a non-profit organization, that protects information, such as trade secrets, like that of an NDA.


Information about the UTSA provided by the Uniform Law Commission.


Article from the Boston Bar Journal which details the federal law which protects proprietary information and how it relates to Massachusetts state law.


Massachusetts law about the ability to restrict the actions of people who have taken trade secrets.


The text of the law which creates federal jurisdiction over the theft of trade secrets.



  • 47 states and the District of Columbia have adopted the UTSA detailed in an above link.[1]
  • The maximum fine for stealing trade secrets for monetary benefits under U.S. Code Title 18 Part I Chapter 90 Section 1832 is $5,000,000 or three times the value of the trade secret.[2]


[2] https://www.law.cornell.edu/uscode/text/18/1832

Consult with an Employment Lawyer About Non-Disclosure Agreements in Massachusetts

If your employer has presented you with a non-disclosure agreement, or you already signed one and want to know your rights, it is critical to retain an experienced employment lawyer to advise you.

For more information or to schedule a consultation, please contact or call 617.820.5250 to reach the Boston-based law firm of Rodman Employment Law.