---
jurisdiction: "Massachusetts"
slug: massachusetts
countryCode: US
snapshotAsOf: "2026-06-10"
lastReviewed: "2026-06-03"
canonicalUrl: https://openagreements.org/legal/non-compete/massachusetts
license: CC BY 4.0
stale: false
---

> [!IMPORTANT]
> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
> provided for general information. It is not legal advice, does not create an attorney-client
> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
> Laws change; verify against the canonical version before relying on it.
>
> **Canonical:** https://openagreements.org/legal/non-compete/massachusetts · **Snapshot as of:** 2026-06-10 · License: CC BY 4.0 · © UseJunior

# Non-Competes in Massachusetts[^about]

Massachusetts enforces employee non-competes only when they meet the Noncompetition Agreement Act — a garden-leave or other agreed consideration, a 12-month cap, and strict notice rules — and voids them entirely for physicians, nurses, psychologists, social workers, and most of the broadcasting industry.


## At a glance

| Question | Massachusetts |
| --- | --- |
| **Are non-competes enforceable?** | Allowed if reasonable |
| **Bottom line** | Massachusetts enforces an employee non-compete only if it meets the 2018 Noncompetition Agreement Act — paid garden leave or agreed consideration, a 12-month cap, and strict notice — and voids them entirely for physicians, nurses, psychologists, social workers, and most broadcasters. |
| **Main law or case** | Mass. Gen. Laws ch. 149, § 24L |
| **Main exceptions** | Physician, nurse, psychologist, social-worker, broadcaster bans; excluded workers (FLSA-nonexempt, interns, laid-off/no-cause, age ≤18); sale-of-business & non-solicit/NDA carve-outs |
| **Can a court narrow it?** | Yes — rewrites to reasonable |
| **Applies to contractors?** | Yes |
| **Restriction extended during a breach?** | No automatic extension; statutory misconduct trigger (up to 2 yrs) or express tolling clause |
| **Maximum length set by law** | 12 months (up to 2 years on breach of fiduciary duty/taking property) |
| **Must the employer pay to enforce?** | Yes — required for any non-compete |

## Are employee non-compete agreements enforceable in Massachusetts? {#enforceability}

**Short answer.** Sometimes, and only on strict terms. For agreements entered into on or after October 1, 2018, the Massachusetts Noncompetition Agreement Act makes an employee non-compete enforceable only if it satisfies a list of statutory requirements — including paid garden leave or other agreed consideration, a 12-month cap, and advance written notice [^mnaa-validity][^nuvasive-effective-date].

The governing statute is G.L. c. 149, § 24L. Subsection (b) provides that a noncompetition agreement is valid and enforceable only if it meets eight minimum requirements, which are described in the questions below [^mnaa-validity]. The act applies only to agreements entered into on or after October 1, 2018; the First Circuit, applying the statute, confirmed that limited reach [^nuvasive-effective-date].

Watch the statute's reach: for purposes of § 24L, an *employee* includes independent contractors, so the act's protections are not limited to W-2 workers [^mnaa-employee-scope].

Underlying the statute is a long common-law tradition that still frames how Massachusetts courts evaluate restraints. A covenant is enforceable only if it is necessary to protect a legitimate business interest, reasonably limited in time and space, and consonant with the public interest [^boulanger-reasonableness].

"To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii)."[^mnaa-validity]

## What notice and signing rules apply to a Massachusetts non-compete? {#formation-notice}

**Short answer.** Strict, and they differ for new hires versus current employees. A new hire's non-compete must be in writing, signed, expressly state the right to consult counsel, and be delivered by the earlier of a formal offer or 10 business days before the start date [^formation-newhire][^formation-newhire-timing].

For a non-compete signed after employment begins but not at separation, the statute adds a consideration requirement: the agreement must be supported by fair and reasonable consideration independent from continued employment, with at least 10 business days' notice before it takes effect [^formation-midemployment]. That abrogates the older Massachusetts rule that continued at-will employment alone could support a mid-employment covenant.

> [!CAUTION]
> **Drafting note.**
>
> Do not present a Massachusetts non-compete for immediate signature on the first day of work. For a new hire, deliver it by the earlier of the formal offer or 10 business days before the start date and tell the employee in the document that they may consult counsel; for a current employee, give 10 business days' notice and provide separate consideration beyond keeping the job [^formation-newhire-timing][^formation-midemployment].

## Does Massachusetts require garden leave or extra pay for a non-compete? {#garden-leave}

**Short answer.** Yes — a non-compete must be bought. Section 24L requires that the agreement be supported by a garden leave clause or other mutually-agreed consideration that is specified in the agreement [^consideration-requirement].

A qualifying garden leave clause means paying the former employee, on a pro-rata basis during the restricted period, at least 50% of their highest annualized base salary over the two years before termination [^garden-leave-fifty-percent]. The statute's alternative — *other mutually-agreed upon consideration* — is left undefined, which is the single biggest open drafting question under the act: whether a small fixed payment can substitute for garden leave remains unsettled.

"The noncompetition agreement shall be supported by a garden leave clause or other mutually-agreed upon consideration between the employer and the employee, provided that such consideration is specified in the noncompetition agreement."[^consideration-requirement]

> [!CAUTION]
> **Drafting note.**
>
> Do not rely on a token payment as *other mutually-agreed upon consideration* without analysis. The only consideration the statute defines is a garden leave clause paying at least 50% of the employee's highest base salary across the restricted period; the enforceability of a smaller fixed sum is unsettled, so size the consideration conservatively and specify it in the agreement [^consideration-requirement][^garden-leave-fifty-percent].

## How long can a Massachusetts non-compete last? {#duration}

**Short answer.** Twelve months, with one narrow exception. The restricted period may not exceed 12 months from the end of employment, unless the employee breached a fiduciary duty or unlawfully took employer property — in which case it may run up to 2 years [^duration-cap].

The 12-month default is a hard statutory ceiling, not a starting point for negotiation. The only way to a longer restraint is the misconduct trigger: a breach of fiduciary duty to the employer, or the unlawful taking of property, physically or electronically [^duration-cap].

"In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment."[^duration-cap]

## What business interests can a Massachusetts non-compete protect? {#legitimate-interests}

**Short answer.** Only trade secrets, other confidential information, and goodwill — and no more than necessary. Section 24L permits a non-compete only where it is no broader than necessary to protect the employer's trade secrets, confidential information that is not a trade secret, or goodwill [^legitimate-interests-statute].

This codifies a long-standing common-law limit. Massachusetts courts had already held that legitimate business interests are confined to trade secrets, confidential information, and goodwill [^boulanger-interests]. Protection from ordinary competition has never qualified — a former employer is not entitled by contract to restrain ordinary competition [^allstainless-ordinary-competition].

"A former employer is not entitled by contract to restrain ordinary competition."[^allstainless-ordinary-competition]

## Which Massachusetts workers cannot be bound by a non-compete? {#excluded-workers}

**Short answer.** Four categories, regardless of pay. Section 24L makes a non-compete unenforceable against employees who are nonexempt under the Fair Labor Standards Act, student interns, employees terminated without cause or laid off, and employees age 18 or younger [^excluded-workers].

The termination trigger is the one that surprises employers most: an employee who is laid off or fired without cause cannot be held to a non-compete at all. The statute does not define *without cause*, so the line between a for-cause termination and one that frees the employee is itself a litigation risk.

"A noncompetition agreement shall not be enforceable against the following types of workers: (i) an employee who is classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219; (ii) undergraduate or graduate students that partake in an internship or otherwise enter a short-term employment relationship with an employer, whether paid or unpaid, while enrolled in a full-time or part-time undergraduate or graduate educational institution; (iii) employees that have been terminated without cause or laid off; or (iv) employees age 18 or younger."[^excluded-workers]

> [!NOTE]
> **Practice note.**
>
> A non-compete is unenforceable against an employee who was laid off or terminated without cause, so an employer that ends the relationship on its own initiative generally cannot then enforce the covenant. Because *without cause* is undefined, treat any non-misconduct separation as likely freeing the employee, and do not count on a non-compete after a reduction in force [^excluded-workers].

## What restrictive covenants fall outside the Massachusetts Noncompetition Agreement Act? {#covered-agreements}

**Short answer.** Most of the others. The act defines a noncompetition agreement to include forfeiture-for-competition agreements but to exclude employee and customer non-solicits, nondisclosure agreements, invention-assignment agreements, qualifying sale-of-business covenants, and separation agreements that give the employee seven business days to rescind [^noncompete-exclusions-solicit][^noncompete-exclusions-sale][^noncompete-exclusions-other].

The sale-of-business carve-out is itself limited: it reaches a covenant signed in connection with a sale or disposition only where the restricted party is a significant owner, member, or partner who will receive significant consideration or benefit from the deal [^noncompete-exclusions-sale].

That boundary matters because covenants outside the act escape its garden-leave, duration, and notice rules and are instead governed by ordinary common-law reasonableness. In 2025, the Supreme Judicial Court confirmed the boundary is read by the statute's plain terms: a forfeiture clause triggered by breach of a non-solicit is not a *forfeiture for competition agreement* and so falls outside the act entirely [^miele-forfeiture][^miele-plain-language].

"Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements."[^miele-plain-language]

## Which Massachusetts professions cannot be subject to a non-compete at all? {#profession-bans}

**Short answer.** Several, under their own statutes. Separate from the Noncompetition Agreement Act, Massachusetts voids non-competes restricting the practice of physicians, nurses, psychologists, and social workers, and voids most broadcasting-industry non-competes [^ban-physicians][^ban-nurses][^ban-broadcasting].

These bans predate the 2018 act and operate independently of it. A contract restricting a registered physician's right to practice medicine is void and unenforceable as to that restriction [^ban-physicians], and the same is true for registered and practical nurses [^ban-nurses], licensed psychologists [^ban-psychologists], and licensed social workers [^ban-social-workers]. In the broadcasting industry, a covenant restricting an employee's right to obtain later employment is void where the employer ended the employment, the parties ended it by mutual agreement, or the contract expired, and a violator is liable for the affected employee's reasonable attorneys' fees and costs [^ban-broadcasting].

"Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician registered to practice medicine pursuant to section two, which includes any restriction of the right of such physician to practice medicine in any geographic area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement."[^ban-physicians]

## Can another state's law govern a Massachusetts worker's non-compete? {#choice-of-law}

**Short answer.** Not if it is used to evade the act. Section 24L makes a choice-of-law provision unenforceable, where it would have the effect of avoiding the statute, for an employee who has been a Massachusetts resident or employed in Massachusetts for at least 30 days before leaving [^choice-of-law-statute].

The statutory bar is reinforced by Massachusetts common-law choice-of-law analysis, which can cut against a Massachusetts clause too. The Supreme Judicial Court refused to enforce a Massachusetts choice-of-law clause where applying Massachusetts law would violate the fundamental public policy of another state — California — that favors employee mobility [^oxford-choice-of-law]. Civil actions over a covered non-compete must be brought in the employee's county of residence or, by mutual agreement, in Suffolk County [^venue-statute].

## Will a Massachusetts court reform an overbroad non-compete? {#reformation}

**Short answer.** It can, at its discretion. Section 24L expressly authorizes a court to reform or otherwise revise a noncompetition agreement to make it valid and enforceable to the extent necessary to protect the employer's legitimate business interests [^reformation-statute].

This is a discretionary power, not a guarantee. The statute lets a court rewrite an overbroad covenant, but an employer should not draft to the outer edge on the assumption that a judge will trim the agreement into shape rather than decline to enforce it.

"A court may, in its discretion, reform or otherwise revise a noncompetition agreement so as to render it valid and enforceable to the extent necessary to protect the applicable legitimate business interests."[^reformation-statute]

## Does a promotion or change in role void an older Massachusetts non-compete? {#material-change}

**Short answer.** It can, under the material-change doctrine. Massachusetts courts have long held that far-reaching changes to the employment relationship can show the parties abandoned the old agreement and formed a new one — voiding a covenant signed under the earlier terms [^bartlett-abandonment][^bartlett-newcontract].

In *F.A. Bartlett Tree Expert Co. v. Barrington*, the Supreme Judicial Court treated successive material changes in pay and position as evidence that the original contract — and its non-compete — had been abandoned and replaced [^bartlett-newcontract]. The doctrine's force after the 2018 act is unsettled, so the conservative practice is to have the employee sign a fresh, statute-compliant covenant on each material promotion or change in terms rather than rely on an old one.

> [!NOTE]
> **Practice note.**
>
> Do not assume a non-compete signed years ago still binds an employee who has since been promoted or had a material change in pay or duties. Under the material-change doctrine a court may treat the original covenant as abandoned, so re-paper the non-compete — in compliance with the current statute — whenever the role materially changes [^bartlett-abandonment][^bartlett-newcontract].

## Does a Massachusetts non-compete toll or extend during a breach or litigation? {#tolling-extension}

**Short answer.** Only as the statute allows, and a court will not extend it for you. The act itself extends the restricted period to up to 2 years when the employee breached a fiduciary duty or unlawfully took employer property; outside that, and absent an express tolling clause, a Massachusetts court will not equitably extend a non-compete past its stated term [^duration-extension][^emc-no-extension].

The First Circuit, applying Massachusetts law, held that once a restraint period has expired, specific relief is inappropriate and the employer is left to a damages remedy [^emc-expired]. The court pointedly noted that the employer could have contracted for tolling the term of the restriction during litigation, or for the restriction to begin on a preliminary finding of breach — but it had not [^emc-no-extension].

The Supreme Judicial Court takes the same view of judicial extension. In *Automile Holdings, LLC v. McGovern*, it held that a trial judge's equitable extension of a covenant beyond its plain terms was an abuse of discretion, and that such extensions are strongly disfavored absent a finding that damages would be inadequate [^automile-extension].

"Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach."[^emc-no-extension]

"As a matter of public policy, we strongly disfavor restrictive covenants, and the use of an equitable remedy to extend such a restriction beyond the plain terms of the contract, even in the context of a sale of a business, was not warranted without a finding that damages would be inadequate."[^automile-extension]

> [!CAUTION]
> **Drafting note.**
>
> Do not assume a Massachusetts court will pause the clock while the former employee competes or while litigation drags on. The only built-in extension is the statute's misconduct trigger; if you want the restricted period tolled during a breach or suit, you must draft an express tolling or extension clause — and even then keep the total restraint within the statutory cap [^duration-extension][^emc-no-extension].

## Can a parent or affiliated company enforce a Massachusetts non-compete? {#parent-company-enforcement}

**Short answer.** Risky — the agreement should be with the direct employer. The Noncompetition Agreement Act governs an agreement between an *employer* and an *employee*, and a Massachusetts Superior Court has declined to enforce a non-compete signed with a parent holding company rather than the employee's actual employer [^anaplan-employer].

In *Anaplan Parent, LP v. Brennan*, the Business Litigation Session denied a preliminary injunction on a non-compete contained in equity-grant agreements signed with the employee's parent company, reasoning that the term *employer* has not been read to include a parent corporation [^anaplan-employer]. The decision is a trial-court order on a preliminary injunction — persuasive rather than binding — but it flags a concrete drafting risk.

> [!CAUTION]
> **Drafting note.**
>
> Have the entity that actually employs the worker — not a parent, holding company, or affiliate — be the named counterparty on a Massachusetts non-compete. A covenant signed only with a parent company risks being unenforceable because the parent may not be the employee's *employer* under the act [^anaplan-employer].

## If a non-compete is unavailable, what protects a Massachusetts employer? {#trade-secrets}

**Short answer.** Trade-secret law and tailored covenants. The Massachusetts Uniform Trade Secrets Act protects a broadly defined category of trade secrets, and the Noncompetition Agreement Act leaves non-solicitation and confidentiality agreements available without its garden-leave and duration limits [^mutsa-definition][^mutsa-limitations].

Because so many workers and covenants fall outside the act — laid-off employees, nonexempt workers, non-solicits, and NDAs — a confidentiality or non-solicitation agreement backed by trade-secret law is often the more reliable tool. A misappropriation action under the trade-secrets act must be brought within 3 years after the misappropriation is or should have been discovered [^mutsa-limitations].

## What are the key recent developments in Massachusetts non-compete law? {#recent-developments}

**Short answer.** A 2018 statutory overhaul, a clarifying 2025 decision, and continued reform pressure. The Noncompetition Agreement Act reset the rules for agreements entered into on or after October 1, 2018, and the Supreme Judicial Court's 2025 decision in *Miele* drew a firm line keeping non-solicitation agreements — and forfeiture clauses triggered only by breaching them — outside the act [^rd-nuvasive-effective-date][^rd-miele-plain-language].

- 
- 
- 

> [!NOTE]
> **Practice note.**
>
> Confirm the current status of pending Massachusetts non-compete legislation before relying on this summary, because reform bills are active in the 2025–2026 session. The settled law remains the 2018 act as interpreted in *Miele*, which keeps non-solicitation and confidentiality covenants outside the act's garden-leave and duration limits [^rd-miele-plain-language].

[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Massachusetts. This article synthesizes Massachusetts primary law and is not legal advice from a Massachusetts-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.

[^mnaa-validity]: **Mass. Gen. Laws ch. 149, § 24L** — "To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii)." *Mass. Gen. Laws ch. 149, § 24L(b).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^nuvasive-effective-date]: **NuVasive, Inc. v. Day** — "the MNCA ‘only applies to employee noncompetition agreements entered into on or after October 1, 2018,’" *NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/#:~:text=the%20MNCA%20%22only%20applies%20to,or%20after%20October%201%2C%202018%2C%22>

[^mnaa-employee-scope]: **Mass. Gen. Laws ch. 149, § 24L** — "provided, however, that the term ''employee'', as used in this section, shall also include independent contractors under section 148B." *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^boulanger-reasonableness]: **Boulanger v. Dunkin' Donuts Inc.** — "A covenant not to compete is enforceable only if it is necessary to protect a legitimate business interest, reasonably limited in time and space, and consonant with the public interest." *Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).* <https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=A%20covenant%20not%20to%20compete%20is,consonant%20with%20the%20public%20interest.>

[^formation-newhire]: **Mass. Gen. Laws ch. 149, § 24L** — "If the agreement is entered into in connection with the commencement of employment, it must be in writing and signed by both the employer and employee and expressly state that the employee has the right to consult with counsel prior to signing." *Mass. Gen. Laws ch. 149, § 24L(b)(i).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^formation-newhire-timing]: **Mass. Gen. Laws ch. 149, § 24L** — "The agreement must be provided to the employee by the earlier of a formal offer of employment or 10 business days before the commencement of the employee's employment." *Mass. Gen. Laws ch. 149, § 24L(b)(i).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^formation-midemployment]: **Mass. Gen. Laws ch. 149, § 24L** — "If the agreement is entered into after commencement of employment but not in connection with the separation from employment, it must be supported by fair and reasonable consideration independent from the continuation of employment, and notice of the agreement must be provided at least 10 business days before the agreement is to be effective." *Mass. Gen. Laws ch. 149, § 24L(b)(ii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^consideration-requirement]: **Mass. Gen. Laws ch. 149, § 24L** — "The noncompetition agreement shall be supported by a garden leave clause or other mutually-agreed upon consideration between the employer and the employee, provided that such consideration is specified in the noncompetition agreement." *Mass. Gen. Laws ch. 149, § 24L(b)(vii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^garden-leave-fifty-percent]: **Mass. Gen. Laws ch. 149, § 24L** — "To constitute a garden leave clause within the meaning of this section, the agreement must (i) provide for the payment, consistent with the requirements for the payment of wages under section 148 of chapter 149 of the general laws, on a pro-rata basis during the entirety of the restricted period, of at least 50 percent of the employee's highest annualized base salary paid by the employer within the 2 years preceding the employee's termination;" *Mass. Gen. Laws ch. 149, § 24L(b)(vii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^duration-cap]: **Mass. Gen. Laws ch. 149, § 24L** — "In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment." *Mass. Gen. Laws ch. 149, § 24L(b)(iv).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^legitimate-interests-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "The agreement must be no broader than necessary to protect one or more of the following legitimate business interests of the employer: (A) the employer's trade secrets; (B) the employer's confidential information that otherwise would not qualify as a trade secret; or (C) the employer's goodwill." *Mass. Gen. Laws ch. 149, § 24L(b)(iii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^boulanger-interests]: **Boulanger v. Dunkin' Donuts Inc.** — "Legitimate business interests include protection of trade secrets, confidential information, and good will." *Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).* <https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=Legitimate%20business%20interests%20include%20protection,confidential%20information%2C%20and%20good%20will.>

[^allstainless-ordinary-competition]: **All Stainless, Inc. v. Colby** — "A former employer is not entitled by contract to restrain ordinary competition." *All Stainless, Inc. v. Colby, 364 Mass. 773 (1974).* <https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/#:~:text=A%20former%20employer%20is%20not,contract%20to%20restrain%20ordinary%20competition.>

[^excluded-workers]: **Mass. Gen. Laws ch. 149, § 24L** — "A noncompetition agreement shall not be enforceable against the following types of workers: (i) an employee who is classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219; (ii) undergraduate or graduate students that partake in an internship or otherwise enter a short-term employment relationship with an employer, whether paid or unpaid, while enrolled in a full-time or part-time undergraduate or graduate educational institution; (iii) employees that have been terminated without cause or laid off; or (iv) employees age 18 or younger." *Mass. Gen. Laws ch. 149, § 24L(c).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^noncompete-exclusions-solicit]: **Mass. Gen. Laws ch. 149, § 24L** — "Noncompetition agreements include forfeiture for competition agreements, but do not include: (i) covenants not to solicit or hire employees of the employer; (ii) covenants not to solicit or transact business with customers, clients, or vendors of the employer;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^noncompete-exclusions-sale]: **Mass. Gen. Laws ch. 149, § 24L** — "(iii) noncompetition agreements made in connection with the sale of a business entity or substantially all of the operating assets of a business entity or partnership, or otherwise disposing of the ownership interest of a business entity or partnership, or division or subsidiary thereof, when the party restricted by the noncompetition agreement is a significant owner of, or member or partner in, the business entity who will receive significant consideration or benefit from the sale or disposal;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^noncompete-exclusions-other]: **Mass. Gen. Laws ch. 149, § 24L** — "(vi) nondisclosure or confidentiality agreements; (vii) invention assignment agreements; (viii) garden leave clauses; (ix) noncompetition agreements made in connection with the cessation of or separation from employment if the employee is expressly given seven business days to rescind acceptance;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^miele-forfeiture]: **Miele v. Foundation Medicine, Inc.** — "That is, for the reasons we discuss below, we conclude that a forfeiture clause triggered by a breach of a nonsolicitation agreement does not constitute a ‘forfeiture for competition agreement’ within the meaning of the act." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=That%20is%2C%20for%20the%20reasons,the%20meaning%20of%20the%20act.>

[^miele-plain-language]: **Miele v. Foundation Medicine, Inc.** — "Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.>

[^ban-physicians]: **Mass. Gen. Laws ch. 112, § 12X** — "Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician registered to practice medicine pursuant to section two, which includes any restriction of the right of such physician to practice medicine in any geographic area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *Mass. Gen. Laws ch. 112, § 12X.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section12X>

[^ban-nurses]: **Mass. Gen. Laws ch. 112, § 74D** — "which includes any restriction of the right of such nurse to practice as a nurse in any geographical area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction." *Mass. Gen. Laws ch. 112, § 74D.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section74D>

[^ban-broadcasting]: **Mass. Gen. Laws ch. 149, § 186** — "Any contract or agreement which creates or establishes the terms of employment for an employee or individual in the broadcasting industry, including, television stations, television networks, radio stations, radio networks, or any entities affiliated with the foregoing, and which restricts the right of such employee or individual to obtain employment in a specified geographic area for a specified period of time after termination of employment of the employee by the employer or by termination of the employment relationship by mutual agreement of the employer and the employee or by termination of the employment relationship by the expiration of the contract or agreement, shall be void and unenforceable with respect to such provision." *Mass. Gen. Laws ch. 149, § 186.* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section186>

[^ban-psychologists]: **Mass. Gen. Laws ch. 112, § 129B** — "which includes a restriction of the right of the psychologist to practice in any geographic area for any period of time after termination of the partnership, employment or professional relationship shall be void and unenforceable with respect to the restriction;" *Mass. Gen. Laws ch. 112, § 129B.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section129B>

[^ban-social-workers]: **Mass. Gen. Laws ch. 112, § 135C** — "that includes a restriction of the right of the social worker to practice in any geographic area for any period of time after termination of the partnership, employment or professional relationship shall be void and unenforceable with respect to that restriction." *Mass. Gen. Laws ch. 112, § 135C.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section135C>

[^choice-of-law-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "No choice of law provision that would have the effect of avoiding the requirements of this section will be enforceable if the employee is, and has been for at least 30 days immediately preceding his or her cessation of employment, a resident of or employed in Massachusetts at the time of his or her termination of employment." *Mass. Gen. Laws ch. 149, § 24L(e).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^oxford-choice-of-law]: **Oxford Global Res., LLC v. Hernandez** — "We conclude that the Massachusetts choice of law provision in the agreement is not enforceable, where California substantive law would apply under our choice of law principles, and where the application of Massachusetts substantive law would violate the fundamental public policy of California favoring open competition and employee mobility." *Oxford Global Res., LLC v. Hernandez, 480 Mass. 462 (2018).* <https://www.courtlistener.com/opinion/7175264/oxford-global-res-llc-v-hernandez/#:~:text=We%20conclude%20that%20the%20Massachusetts,open%20competition%20and%20employee%20mobility.>

[^venue-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "All civil actions relating to employee noncompetition agreements subject to this section shall be brought in the county where the employee resides or, if mutually agreed upon by the employer and employee, in Suffolk county;" *Mass. Gen. Laws ch. 149, § 24L(f).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^reformation-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "A court may, in its discretion, reform or otherwise revise a noncompetition agreement so as to render it valid and enforceable to the extent necessary to protect the applicable legitimate business interests." *Mass. Gen. Laws ch. 149, § 24L(d).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^bartlett-abandonment]: **F.A. Bartlett Tree Expert Co. v. Barrington** — "Such far reaching changes strongly suggest that the parties had abandoned their old arrangement and had entered into a new relationship." *F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).* <https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/#:~:text=Such%20far%20reaching%20changes%20strongly,entered%20into%20a%20new%20relationship.>

[^bartlett-newcontract]: **F.A. Bartlett Tree Expert Co. v. Barrington** — "The judge concluded that the conduct of the parties shows a clear new employment contract in both 1960 and 1965 and that the 1948 contract was abandoned and rescinded by mutual consent." *F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).* <https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/#:~:text=The%20judge%20concluded%20that%20the,and%20rescinded%20by%20mutual%20consent.>

[^duration-extension]: **Mass. Gen. Laws ch. 149, § 24L** — "In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment." *Mass. Gen. Laws ch. 149, § 24L(b)(iv).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>

[^emc-no-extension]: **EMC Corp. v. Arturi** — "Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=Being%20forewarned%2C%20EMC%20could%20have,upon%20preliminary%20finding%20of%20breach.>

[^emc-expired]: **EMC Corp. v. Arturi** — "We explained that ‘when the period of restraint has expired, even when the delay was substantially caused by the time consumed in legal appeals, specific relief is inappropriate and the injured party is left to his damages remedy." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=We%20explained%20that%20%22when%20the,left%20to%20his%20damages%20remedy.>

[^automile-extension]: **Automile Holdings, LLC v. McGovern** — "As a matter of public policy, we strongly disfavor restrictive covenants, and the use of an equitable remedy to extend such a restriction beyond the plain terms of the contract, even in the context of a sale of a business, was not warranted without a finding that damages would be inadequate." *Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020).* <https://caselaw.findlaw.com/court/ma-supreme-judicial-court/2042227.html>

[^anaplan-employer]: **Anaplan Parent, LP v. Brennan** — "It has never been held to include a parent corporation as an ‘employer.’" *Anaplan Parent, LP v. Brennan, No. 2584CV02350 (Mass. Super. Ct. 2025).* <https://www.mintz.com/sites/default/files/media/documents/2025-11-07/Anaplan-Parent%2C-LP-v.-Brennan-Noncompete%20Order.pdf>

[^mutsa-definition]: **Mass. Gen. Laws ch. 93, § 42** — "(4) ''Trade secret'', specified or specifiable information, whether or not fixed in tangible form or embodied in any tangible thing, including but not limited to a formula, pattern, compilation, program, device, method, technique, process, business strategy, customer list, invention, or scientific, technical, financial or customer data" *Mass. Gen. Laws ch. 93, § 42(4).* <https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42>

[^mutsa-limitations]: **Mass. Gen. Laws ch. 93, § 42E** — "An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered." *Mass. Gen. Laws ch. 93, § 42E.* <https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42E>

[^rd-nuvasive-effective-date]: **NuVasive, Inc. v. Day** — "the MNCA ‘only applies to employee noncompetition agreements entered into on or after October 1, 2018,’" *NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/#:~:text=the%20MNCA%20%22only%20applies%20to,or%20after%20October%201%2C%202018%2C%22>

[^rd-miele-plain-language]: **Miele v. Foundation Medicine, Inc.** — "Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.>
