Massachusetts Noncompete Agreement: What's Included and Enforceability

Quick Facts — Noncompete Agreement Lawyers (Massachusetts)

Is a Non-Compete Agreement Enforceable in Massachusetts?

Yes. Non-compete agreements are enforceable in Massachusetts; however, the agreement must meet several strict requirements. A new law governing non-compete agreements, called the Massachusetts Non-Compete Agreement Act was enacted in 2018 that provided additional protections to workers and increased restrictions on occupations and employee status.

For a non-compete agreement to be enforceable in Massachusetts, it must meet the following requirements:

  • Legitimate purpose. The agreement must be used to protect and employer’s legitimate business interests which can include trade secrets, confidential information, or goodwill.
  • Specific scope. A non-compete agreement can only restrict employees from specific activities that the employee participated in while employed.
  • Geographic area. The geographic boundaries of the non-compete must be reasonable and cannot extend further than where the employee provided services during the past two years of employment.
  • Right to counsel. The agreement must include in writing that the employee has the right to consult legal counsel before signing.
  • 10-day rule. A non-compete agreement must be signed within 10 business days of beginning employment.

In addition to these requirements, the new non-compete Act also requires that employers pay employees 50% of their annual salary during the non-compete period. This is called a garden leave clause.

How Long Does a Massachusetts Non-Compete Agreement Last?

The maximum duration for a Massachusetts non-compete agreement is set by state statutes and is 12 months. The only exception to this law is if the employee has unlawfully taken property from the employer. In this case, the agreement can last up to two years.

Is the New Massachusetts Non-Compete Law Retroactive?

No. The Massachusetts Non-Compete Agreement Act is not retroactive and will not effect agreements that were signed prior to 2018.

Any agreements signed after the Act was passed will be subject to these new changes in law:

  • Non-competes cannot be enforced when a worker is laid off or terminated without cause.
  • Implementation of the garden leave clause
  • Required notice to the employee before the agreement is signed.
  • Requiring that the business interests protected by the agreement are specifically named.

How Do You Get Around a Non-Compete Agreement in Massachusetts?

In Massachusetts, non-compete agreements are often interpreted in favor of the employee because courts do not want to deprive a person the right to earn a living and support themselves. For this reason, there are several ways that an employee can get around or terminate a non-compete agreement.

  1. Contractual defenses. A non-compete agreement is a contract and must adhere to all laws that govern contracts. Contracts must contain an offer, acceptance, and consideration. In addition, contracts must be signed voluntarily and be free from fraud and mistakes. Any defenses that are available for contract enforcement also apply to non-compete agreements.
  2. Consideration. Non-compete agreements must include consideration. In Massachusetts, continued employment does not constitute adequate consideration for a non-compete. Courts require a material change in the employee’s compensation or position to meet the requirement of consideration.
  3. Blue penciling. Massachusetts allows the practice of blue penciling. This means a court can edit or modify an overly broad or unreasonable non-compete to make it enforceable. While this does not allow an employee to get out of a non-compete, it will allow a court to change the terms to be more in favor of the employee’s interests.

What Voids a Massachusetts Non-Compete Agreement?

A non-compete agreement in Massachusetts is void if it does not meet the procedural requirements to be a valid contract. These requirements include:

  • The non-compete agreement must be in writing.
  • It must be signed by the employer and the employee.
  • The agreement must expressly state that the employee has the right to consult with an attorney before signing the contract.

If the non-compete is missing any of these elements, it will be void.

Frequently Asked Questions

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DACC Law is a general practice client-centered law firm. I am a Partner in DACC and have been proudly serving clients across Massachusetts since 1997. With over 25 years of legal experience I have a built a reputation for trust, results-driven advocacy across a wide range of practice areas including contract law, personal injury, estate planning, workplace issues, and real estate. At the heart of my practice is a client-centered approach -- one that values clear communication, responsive service, and practical legal solutions tailored to each individual's needs. Whether helping a family protect their future through thoughtful estate planning, representing someone injured due to negligence, or guiding clients through complex workplace or property matters, I bring deep legal knowledge and personal attention to every case. If you're looking for a seasoned Massachusetts attorney who combines experience with empathy, and strategic insight with strong advocacy, I am here to help.

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Matt Rubner is a Florida and Massachusetts licensed attorney. His practice focuses on estate planning, prenuptial and postnuptial agreements, and civil litigation, with an emphasis on providing clear, practical legal guidance tailored to each client’s specific circumstances. Matt works with individuals and families to create thoughtful estate plans that protect assets, avoid unnecessary probate complications, and ensure that a client’s wishes are clearly documented. His estate planning services commonly include revocable living trusts, wills, powers of attorney, healthcare directives, and guidance on properly funding trusts and coordinating beneficiary designations. He also regularly advises clients on prenuptial and postnuptial agreements. Matt approaches these matters with a practical and balanced perspective, helping couples create agreements that clearly define financial expectations while preserving fairness and transparency for both parties. In addition to his transactional work, Matt maintains an active litigation practice and represents clients in a variety of civil matters. His litigation experience gives him a strategic perspective when drafting agreements and estate plans, allowing him to anticipate potential disputes and structure documents in a way that reduces future conflict. Matt represents clients in both Florida and Massachusetts and frequently works with individuals who have assets, businesses, or family connections in multiple states. He focuses on making the legal process straightforward, efficient, and understandable so clients can make informed decisions with confidence.

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Employer

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Asked on Jul 13, 2023

Can a noncompete agreement be waived?

I am a small business owner in the retail industry and I am looking to hire a new employee. The employee has a noncompete agreement with their previous employer that I am concerned about. I want to know if it's possible for the agreement to be waived so that I can be sure I'm making the right decision in hiring this employee.

Thomas L.

Answered Jul 21, 2023

Yes, the parties to contracts can always agree to amendments and waivers. However, the former employer may have no interest in waiving the contract in this particular situation.

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Asked on Jul 25, 2023

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I recently accepted a job offer with a new employer who asked me to sign a noncompete agreement. I am concerned that the agreement may not be in line with public policy and wanted to get a professional opinion from a lawyer to make sure I am not putting myself in a difficult situation.

Merry K.

Answered Aug 8, 2023

If you are in Washington State, where I'm licensed, as opposed to D.C., please let me know what kind of help you are looking for - have you already signed the agreement? I've been a WA State attorney for nearly 38 years, and specialize in employment law.

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Asked on May 19, 2023

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I recently accepted a job offer with a new employer and they sent me a Noncompete Agreement to sign. I have some questions about the agreement, specifically related to the choice of law. My former employer and I are in different states, and I want to make sure I understand the implications of the agreement before signing.

Venus C.

Answered May 23, 2023

Congratulations on your new job. Generally, a choice of law clause contained in a non-compete agreement indicates which state law will govern the contract. By way of general example, let's pretend we have a non-compete agreement that states the choice of law is Florida. Let's also pretend the parties to this agreement had a dispute and one party filed a lawsuit against the other in the state of New York. In this pretend scenario, because the parties agreed Florida to be their choice of law for the non-compete agreement, the court in New York would abide by that contractual agreement and apply Florida law. While choice of law clauses are commonly used to indicate what law will apply to a contract, the language used or omitted plays a significant role in their interpretation and enforceability.

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Asked on Dec 12, 2023

Employee contract, such as non compete/non solicit, could having this contract ever result in criminal/jail time?

If someone accuses you of fraud, because they believe you never had intended to honor your employment contract such as non-compete/non-solicit. Could this ever become a criminal case, resulting in criminal/jail time?

Matthew S.

Answered Dec 16, 2023

No, at worst, it is a breach of a contract which is a civil matter to be handled in civil court.

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Asked on Sep 12, 2022

i work for a employer from illinois ,however i am in california. My contract has non compete clause. will that be enforceable

My employer has placed me in a position thru another vendor. My employer contract with that vendor is ending. So vendor contacted me. However I am in contract with my employer for 1 year contract.

Christopher M.

Answered Sep 13, 2022

Short answer: Probably no, non-compete and non-solicitation clauses are not usually enforceable on an employee in California. Long Answer: Regardless of the choice of law provision in your contract, if an enforcement action is brought against you in California, the California courts will dismiss it as it goes against the "public policy of the state" unless your employer can make a really compelling case. Most states respect the stated public policy of other states when deciding matters against their citizens, so even if the case was brought in another states courts your soon to be former employer would probably be powerless to get a judgement enforcing your non-compete.

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