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Non-Disclosure Agreement (NDA) - Detailed (Massachusetts)

Non-Disclosure (NDA) Instructions:

In the first paragraph enter the date as day, month and year. Next enter the parties’ information, including the full legal name of the party and their address. If the party is an entity enter the full entity name.

The First Party is the one who is disclosing the confidential information.

The Second Party is the one who is receiving the confidential information and agreeing to not disclose such confidential information.

Usually, the First Party may be hiring another business, consultant or independent contractor to do some work for them. Therefore, the First Party is the one who will be sharing the confidential information, while the Second Party is the one receiving the information, and is usually the consultant, contractor or independent contractor who is doing the work.

Section II, subsection 1b, viii – here you may enter any other information that you want to classify as confidential information in this agreement. If you do not have any further information to add, enter not applicable.

Section II, subsection 1d – enter the number of days that the disclosing party, the First Party, has to identify any information as confidential to the Second Parry, for example 5 days.

Section II, subsection 3 – enter the number of years that this NDA will remain in effect. Many times that can be 2 years.

Section II, subsection 4 – enter the number of years that the non-compete clause will stay in effect. Enter that as a written number and number. For example, two (2) years.

Section II, subsection 7 – Enter the number of days the Second Party has to return the confidential information.

Section II, subsection 11 – Governing Law: Enter the state in which you are located. This is usually the state of the disclosing party. Enter the state again in subsection b.

Section II, subsection 12 – Notices: – Enter the address and if you want an email address of each party where any notices should be sent to.

Section II, subsection 21 – Additional Clauses: Usually no other additional clauses are necessary, however, if you do want to enter any additional information or clauses to the agreement do so here. Remember to use clear and concise sentences and refer to the parties as the First Party and the Second Party.

Signature Section – Once created both parties must sign the NDA, then enter their name and if they are representing an entity, enter in their title. Examples of titles include: President, CEO, Vice President, Partner, CFO, etc.…

You should make several copies of the Agreement so that all parties involved have a copy for their records.