How does the MNAA affect NDAs?

Broadly drafted NDAs may be recharacterized as non-competes, triggering garden-leave and 12-month max requirements.

Can a Massachusetts NDA include a non-compete?

Yes, but MNAA requires garden-leave, 12-month max, and exempts certain workers.

Must align with MUTSA, include DTSA notice, preserve whistleblower rights, avoid triggering MNAA.

Generate an NDA that complies with Massachusetts law, with MA-specific clauses, legal requirements, and jurisdiction-aware protections.

Massachusetts follows MUTSA for trade secret protection. The MNAA strictly regulates non-competes with garden-leave, 12-month max, and 10-day notice.

Overly broad confidentiality that functions as a non-compete
The Massachusetts Noncompetition Agreement Act (MNAA) restricts non-competes. NDAs that are so broadly drafted they effectively prevent someone from working in their field may be recharacterized as non-competition agreements subject to the MNAA's strict requirements, including garden-leave provisions and a 12-month maximum duration.
Restrictions on reporting to government agencies
Massachusetts has robust whistleblower protections. NDAs cannot restrict employees from reporting suspected violations of law to government agencies, participating in government investigations, or testifying in proceedings.

MUTSA
Mass. Gen. Laws ch. 93, §§ 42-42G
Trade secret protection with exemplary damages.
MNAA
Mass. Gen. Laws ch. 149, § 24L
Garden-leave, 12-month max, 10-day notice for non-competes.
DTSA
18 U.S.C. §§ 1833-1839
Federal whistleblower immunity notice required.

MNAA Requirements
Garden-leave required, 12-month max, 10-day notice. Hourly/nonexempt/interns exempt.
Blue-Pencil Available
Courts can reform overbroad covenants.
Consideration Issues
Continued employment alone may not suffice for existing employees.
Whistleblower Protections
Cannot restrict reporting to government agencies.