Are non-compete agreements enforceable in Massachusetts?
1. Baseline Rule. M.G.L. c. 149 § 24L, the Massachusetts Noncompetition Agreement Act (MNAA), governs non-competes signed on or after October 1, 2018. The statute imposes the most detailed procedural rules in the country.
2. Procedural Requirements. For new hires, the covenant must be provided with the formal offer or 10 business days before commencement of employment, whichever is earlier, and signed by both parties. For incumbent employees, the covenant requires "fair and reasonable consideration independent from the continuation of employment" plus 10 business days' notice. Both forms must expressly state the employee's right to consult counsel.
3. Substantive Requirements. The covenant must be (a) no broader than necessary to protect a legitimate business interest (trade secrets, confidential information, or employer goodwill); (b) limited to 12 months (or 2 years if the employee breached a fiduciary duty or unlawfully took property); (c) reasonable in geographic reach (presumed reasonable if limited to areas where the employee provided services in the last 2 years); and (d) reasonable in scope (presumed reasonable if limited to the specific types of services the employee provided in the last 2 years).
4. Garden Leave. The employer must provide either (a) garden-leave pay equal to at least 50% of the employee's highest annualized base salary during the preceding 2 years, paid during the restricted period, OR (b) "other mutually agreed-upon consideration" specified in the agreement.
5. Wage / Status Thresholds. Non-competes are unenforceable against (a) non-exempt employees under FLSA; (b) undergraduate or graduate student interns; (c) employees age 18 or younger; and (d) employees terminated without cause or laid off.
6. Blue Pencil / Reformation. § 24L(d) permits courts to reform or otherwise revise the covenant to make it valid.
7. Industry Carve-Outs. Physicians, nurses, psychologists, social workers, lawyers, and broadcasters were already barred by separate statutes (e.g., M.G.L. c. 112 § 12X for physicians).
8. FTC Rule. Enjoined nationwide by Ryan LLC v. FTC (E.D. Tex. Aug. 2024); on appeal.
9. Choice of Law. § 24L(e) voids any clause that selects another state's law for an MA-resident employee or one who has worked in MA for at least 30 days.
This is legal information, not legal advice.
- Employer did not provide the 10-day notice or right-to-consult-counsel language
- Employer terminated you without cause and now seeks to enforce the covenant
- Garden-leave language is missing or refers to 'mutually agreed' consideration of unclear value
- M.G.L. c. 149 § 24L (Massachusetts Noncompetition Agreement Act)
- M.G.L. c. 112 § 12X (physician carve-out)
- Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004)
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.