Massachusetts
Massachusetts Trade Secret Laws: UTSA, Remedies & Deadlines
Massachusetts enacted the Massachusetts Uniform Trade Secrets Act (Mass. Gen. Laws c. 93, §§ 42 to 42G), effective October 1, 2018, making the Commonwealth the final U.S. state to adopt a version of the Uniform Trade Secrets Act. Businesses and individuals have three years from discovery to bring a misappropriation claim under § 42F.
This guide is part of our Trade Secret Laws by State series.
Information last verified on 2026-06-25. This article presents general legal information, not legal advice. For a full overview of trade secret protections across the country, see Trade Secret Laws by State.
Does Massachusetts have a trade secret law?
Massachusetts enacted the Massachusetts Uniform Trade Secrets Act (MUTSA) under Mass. Gen. Laws c. 93, §§ 42 to 42G, with an effective date of October 1, 2018. Massachusetts was the last U.S. state to pass a version of the Uniform Trade Secrets Act, following decades during which the Commonwealth relied on common-law misappropriation doctrine. MUTSA now provides a unified statutory framework covering acquisition, use, and disclosure of trade secrets by improper means or in breach of a confidentiality duty. The legislature closely followed the Uniform Law Commission's model, so Massachusetts courts and practitioners may look to UTSA commentary and decisions from other UTSA jurisdictions for interpretive guidance.
What counts as a trade secret in Massachusetts?
Section 42 of Mass. Gen. Laws c. 93 defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique, process, or other business or technical information, that satisfies two conditions.
First, the information must derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, persons who can obtain economic value from its disclosure or use.
Second, the information must be subject to efforts that are reasonable under the circumstances to maintain its secrecy.
Both conditions are required. Qualifying information may include customer and pricing data, manufacturing processes, proprietary software source code, product formulas, and business strategies. Misappropriation under § 42 means either acquisition of a trade secret by improper means (including theft, bribery, misrepresentation, or breach of a duty to maintain secrecy) or disclosure or use of a trade secret without consent by a person who obtained it through improper means or knew or had reason to know it was obtained that way.
Reverse engineering and independent development are expressly lawful. A competitor that discovers the same information through legitimate research has not committed misappropriation under MUTSA.
Remedies and the limitations period in Massachusetts
Section 42B of Mass. Gen. Laws c. 93 authorizes injunctions to prevent actual or threatened misappropriation. Courts may also order affirmative acts to protect a trade secret in exceptional circumstances. An injunction may be conditioned on payment of a reasonable royalty when that remedy is more appropriate than outright prohibition.
Section 42C governs monetary relief. Claimants may recover (a) actual loss caused by misappropriation plus damages for unjust enrichment not already captured in the actual-loss figure, or (b) a reasonable royalty measured over the period of the misappropriation. If misappropriation is willful and malicious, the court may award exemplary damages in an amount not exceeding twice the compensatory damages. Attorney fees may be awarded to the prevailing party when (a) a claim was made in bad faith, (b) a motion to terminate an injunction was made or resisted in bad faith, or (c) willful and malicious misappropriation existed.
The limitations period under § 42F is three years. The period runs from the earlier of when misappropriation was discovered or when it reasonably should have been discovered through the exercise of reasonable diligence.
How the federal Defend Trade Secrets Act applies in Massachusetts
The federal Defend Trade Secrets Act (DTSA), 18 U.S.C. §§ 1836-1839, has provided a federal civil claim for trade secret misappropriation since May 11, 2016. Because Massachusetts did not enact MUTSA until October 2018, there was a period from 2016 to 2018 during which Massachusetts trade secret owners had DTSA protection but only state common-law remedies under state law. Since October 2018, Massachusetts claimants have access to both frameworks.
The DTSA and MUTSA definitions of trade secret and limitations periods align closely. Key DTSA features that supplement state law include:
- Ex parte seizure orders: Federal courts may order the immediate seizure of property to prevent propagation or disclosure of a trade secret in extraordinary circumstances (18 U.S.C. § 1836(b)(2)).
- Whistleblower immunity: An individual who discloses a trade secret to a government official or attorney solely to report a suspected legal violation is immune from DTSA liability (18 U.S.C. § 1833(b)). Employers that use confidentiality agreements must include notice of this immunity in any such agreement signed or materially updated after May 11, 2016, or forfeit the right to seek exemplary damages and attorney fees under the DTSA.
- No preemption: The DTSA does not preempt MUTSA or other state law (18 U.S.C. § 1838), so both claims may proceed in parallel.
Protecting trade secrets in Massachusetts: practical steps
Reasonable secrecy measures are an element of the MUTSA trade-secret definition, not optional best practices. Massachusetts courts evaluate whether protections were proportionate to the value of the information. Common protective measures include:
- Written non-disclosure and confidentiality agreements with employees, contractors, and business partners, updated to include the DTSA whistleblower-immunity notice
- Role-based access controls and strong password or encryption requirements for digital assets
- Physical security for facilities, laboratories, and documents containing sensitive information
- Consistent marking of documents and files as confidential or proprietary
- Employee offboarding protocols that include device return, access revocation, and reminders of continuing obligations
Courts look at whether a company treated information as confidential in practice. Inconsistent or lax security can undermine a trade-secret claim even when an NDA is in place.
This article presents general legal information as of 2026-06-25 and is not legal advice. Laws change, and individual circumstances vary. Consult a lawyer licensed in Massachusetts for guidance on your specific situation.
Related articles
- Trade Secret Laws by State
- Michigan Trade Secret Laws
- Minnesota Trade Secret Laws
- Is AI-generated code copyright infringement?
Last updated: 2026-06-25.
Frequently Asked Questions
What must information satisfy to qualify as a trade secret under Massachusetts law?
Under Mass. Gen. Laws c. 93, § 42, information must meet two tests: it must derive independent economic value from not being generally known or readily ascertainable by those who could benefit from it, and the holder must have taken reasonable efforts to maintain its secrecy. Failure to meet either requirement removes trade-secret protection.
How long does a trade secret owner in Massachusetts have to file suit?
The Massachusetts Uniform Trade Secrets Act sets a three-year limitations period under § 42F, measured from when the misappropriation was discovered or reasonably should have been discovered. Claimants who delay past that window risk having their claims dismissed as time-barred, so early consultation with counsel is important.
What remedies are available in a Massachusetts trade secret case?
Courts may award injunctive relief, actual loss plus unjust enrichment, or a reasonable royalty in lieu of those damages. When misappropriation is willful and malicious, exemplary damages up to twice the compensatory award are available. Attorney fees may be awarded in bad-faith cases or where willful and malicious misappropriation is established.
Do NDAs protect trade secrets on their own in Massachusetts?
Non-disclosure agreements provide contractual protection that works alongside MUTSA, not instead of it. An NDA breach may support both a contract claim and a misappropriation claim, and the NDA helps establish the reasonable-measures element. NDAs executed after May 11, 2016, should include the DTSA whistleblower-immunity notice to preserve federal exemplary-damages remedies.
Can a Massachusetts plaintiff bring both state and federal trade secret claims?
Yes. The DTSA (18 U.S.C. §§ 1836-1839) does not preempt state law, so claimants may plead MUTSA and DTSA claims simultaneously. The federal claim adds the option of ex parte seizure relief and may be preferable when misappropriation involves interstate commerce or multiple jurisdictions.
Sources and References
- Massachusetts Uniform Trade Secrets Act, Mass. Gen. Laws c. 93, §§ 42 to 42G(malegislature.gov).gov
- Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839(law.cornell.edu)
- Uniform Trade Secrets Act (Uniform Law Commission)(uniformlaws.org)
- Economic Espionage Act, 18 U.S.C. §§ 1831-1832(law.cornell.edu)