{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/non-compete/us/massachusetts", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/non-compete/us/massachusetts.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/massachusetts", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/massachusetts/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/non-compete/us/massachusetts/json", "type": "application/json" } ], "data": { "topic": "non-compete", "state": "massachusetts", "frontmatter": { "title": "Non-Competes in Massachusetts", "description": "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.", "state": "Massachusetts", "lastReviewed": "2026-07-11", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "summary": { "enforceability": "reasonable", "bottomLine": "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.", "keyLaw": "Mass. Gen. Laws ch. 149, § 24L", "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", "courtNarrowing": "rewrite", "appliesToContractors": "yes", "extendedForBreach": "No automatic extension; statutory misconduct trigger (up to 2 yrs) or express tolling clause", "maxLength": "12 months (up to 2 years on breach of fiduciary duty/taking property)", "noticeRequirement": "Earlier of formal offer or 10 business days before start", "incomeThreshold": "None", "saleOfBusiness": "Excluded from Noncompetition Agreement Act", "customerNonSolicit": "Excluded; common-law reasonableness applies", "employeeNonSolicit": "Excluded; common-law reasonableness applies", "employerPayToEnforce": "requiredAllNoncompetes" }, "about": [ "Massachusetts non-compete agreements", "Massachusetts Noncompetition Agreement Act", "G.L. c. 149 section 24L noncompetition agreement", "Massachusetts garden leave non-compete requirement", "Massachusetts non-compete 12-month duration limit", "Massachusetts non-compete 10 business day notice rule", "Massachusetts physician and nurse non-compete ban", "Massachusetts non-compete excluded workers nonexempt laid off", "Miele v. Foundation Medicine nonsolicitation forfeiture", "Massachusetts non-compete choice of law Oxford Global", "DraftKings v. Hermalyn Massachusetts choice of law California relocation" ], "translations": [ { "language": "中文", "status": "planned" }, { "language": "Español", "status": "planned" }, { "language": "Português", "status": "planned" }, { "language": "Deutsch", "status": "planned" } ], "relatedForm": { "slug": "openagreements-restrictive-covenant-massachusetts" } }, "questions": [ { "slug": "employee-non-compete-enforceability", "label": "Are employee non-competes enforceable?", "heading": "Are employee non-compete agreements enforceable in Massachusetts?", "answerText": "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.", "sources": [ { "id": "mnaa-validity", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b) supports the rule that a Massachusetts noncompetition agreement is valid and enforceable only if it satisfies eight minimum statutory requirements.", "verbatimQuote": "To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii).", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-mnaa-validity" }, { "id": "nuvasive-effective-date", "authorityType": "case-law", "tier": "primary-source-backed", "title": "NuVasive, Inc. v. Day", "citation": "NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).", "url": "https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/", "deepLink": "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", "proposition": "NuVasive supports the rule that the Massachusetts Noncompetition Agreement Act applies only to noncompetition agreements entered into on or after October 1, 2018.", "verbatimQuote": "the MNCA \"only applies to employee noncompetition agreements entered into on or after October 1, 2018,\"", "date": "2020-04-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-nuvasive-effective-date" }, { "id": "mnaa-employee-scope", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(a).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(a) supports the rule that, for purposes of the act, an employee includes independent contractors under section 148B.", "verbatimQuote": "provided, however, that the term ''employee'', as used in this section, shall also include independent contractors under section 148B.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-mnaa-employee-scope" }, { "id": "boulanger-reasonableness", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Boulanger v. Dunkin' Donuts Inc.", "citation": "Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).", "url": "https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/", "deepLink": "https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=A%20covenant%20not%20to%20compete%20is,consonant%20with%20the%20public%20interest.", "proposition": "Boulanger supports the common-law standard that a non-compete is enforceable only if necessary to protect a legitimate business interest, reasonably limited in time and space, and consonant with the public interest.", "verbatimQuote": "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.", "date": "2004-10-01", "pullQuoteLocator": "A covenant not to compete is|consonant with the public interest.", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-boulanger-reasonableness" } ] }, { "slug": "formation-notice", "label": "What notice and signing rules apply?", "heading": "What notice and signing rules apply to a Massachusetts non-compete?", "answerText": "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.", "sources": [ { "id": "formation-newhire", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(i).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(i) supports the rule that a new-hire noncompete must be in writing, signed by both parties, and expressly state the employee's right to consult counsel.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-formation-newhire" }, { "id": "formation-newhire-timing", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(i).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(i) supports the rule that a new-hire noncompete must be provided by the earlier of a formal offer or 10 business days before employment begins.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-formation-newhire-timing" }, { "id": "formation-midemployment", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(ii).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(ii) supports the rule that a mid-employment noncompete must be supported by fair and reasonable consideration independent from continued employment, with at least 10 business days' notice.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-formation-midemployment" } ] }, { "slug": "garden-leave", "label": "Is garden leave or extra pay required?", "heading": "Does Massachusetts require garden leave or extra pay for a non-compete?", "answerText": "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.", "sources": [ { "id": "consideration-requirement", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(vii).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(vii) supports the rule that a noncompete must be supported by a garden leave clause or other mutually-agreed upon consideration specified in the agreement.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-consideration-requirement" }, { "id": "garden-leave-fifty-percent", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(vii).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(vii) supports the rule that a garden leave clause must pay at least 50% of the employee's highest annualized base salary over the prior two years, pro rata across the restricted period.", "verbatimQuote": "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;", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-garden-leave-fifty-percent" } ] }, { "slug": "duration-limits", "label": "How long can a non-compete last?", "heading": "How long can a Massachusetts non-compete last?", "answerText": "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.", "sources": [ { "id": "duration-cap", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(iv).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(iv) supports the 12-month maximum restricted period, extendable to 2 years only if the employee breached a fiduciary duty or unlawfully took employer property.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-duration-cap" } ] }, { "slug": "legitimate-interests", "label": "What interests can a non-compete protect?", "heading": "What business interests can a Massachusetts non-compete protect?", "answerText": "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.", "sources": [ { "id": "legitimate-interests-statute", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(iii).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(iii) supports the rule that a noncompete must be no broader than necessary to protect trade secrets, non-trade-secret confidential information, or goodwill.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-legitimate-interests-statute" }, { "id": "boulanger-interests", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Boulanger v. Dunkin' Donuts Inc.", "citation": "Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).", "url": "https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/", "deepLink": "https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=Legitimate%20business%20interests%20include%20protection,confidential%20information%2C%20and%20good%20will.", "proposition": "Boulanger supports the rule that legitimate business interests are limited to trade secrets, confidential information, and goodwill.", "verbatimQuote": "Legitimate business interests include protection of trade secrets, confidential information, and good will.", "date": "2004-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-boulanger-interests" }, { "id": "allstainless-ordinary-competition", "authorityType": "case-law", "tier": "primary-source-backed", "title": "All Stainless, Inc. v. Colby", "citation": "All Stainless, Inc. v. Colby, 364 Mass. 773 (1974).", "url": "https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/", "deepLink": "https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/#:~:text=A%20former%20employer%20is%20not,contract%20to%20restrain%20ordinary%20competition.", "proposition": "All Stainless supports the rule that a former employer cannot use a non-compete to restrain ordinary competition.", "verbatimQuote": "A former employer is not entitled by contract to restrain ordinary competition.", "date": "1974-03-12", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-allstainless-ordinary-competition" } ] }, { "slug": "excluded-workers", "label": "Which workers cannot be bound?", "heading": "Which Massachusetts workers cannot be bound by a non-compete?", "answerText": "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.", "sources": [ { "id": "excluded-workers", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(c).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(c) supports the rule that noncompetes are unenforceable against FLSA-nonexempt employees, student interns, employees terminated without cause or laid off, and employees age 18 or younger.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-excluded-workers" } ] }, { "slug": "covered-agreements", "label": "What agreements does the act not cover?", "heading": "What restrictive covenants fall outside the Massachusetts Noncompetition Agreement Act?", "answerText": "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.", "sources": [ { "id": "noncompete-exclusions-solicit", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(a).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(a) supports the rule that noncompetition agreements include forfeiture-for-competition agreements but exclude employee and customer non-solicitation covenants.", "verbatimQuote": "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;", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-noncompete-exclusions-solicit" }, { "id": "noncompete-exclusions-sale", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(a).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(a) supports the rule that the sale-of-business exclusion applies only where the restricted party is a significant owner, member, or partner who will receive significant consideration or benefit from the sale or disposition.", "verbatimQuote": "(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;", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-noncompete-exclusions-sale" }, { "id": "noncompete-exclusions-other", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(a).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(a) supports the rule that the exclusions also cover nondisclosure agreements, invention assignments, garden leave clauses, and separation agreements with a seven-business-day rescission right.", "verbatimQuote": "(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;", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-noncompete-exclusions-other" }, { "id": "miele-forfeiture", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Miele v. Foundation Medicine, Inc.", "citation": "Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).", "url": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/", "deepLink": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=That%20is%2C%20for%20the%20reasons,the%20meaning%20of%20the%20act.", "proposition": "Miele supports the holding that a forfeiture clause triggered by breach of a nonsolicitation agreement is not a forfeiture-for-competition agreement under the act.", "verbatimQuote": "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.", "date": "2025-06-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-miele-forfeiture" }, { "id": "miele-plain-language", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Miele v. Foundation Medicine, Inc.", "citation": "Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).", "url": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/", "deepLink": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.", "proposition": "Miele supports the rule that, under the act's plain language, noncompetition agreements exclude nonsolicitation agreements and forfeiture-for-competition agreements are a subset of noncompetition agreements.", "verbatimQuote": "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.", "date": "2025-06-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-miele-plain-language" } ] }, { "slug": "profession-bans", "label": "Which professions are exempt by statute?", "heading": "Which Massachusetts professions cannot be subject to a non-compete at all?", "answerText": "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.", "sources": [ { "id": "ban-physicians", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 112, § 12X", "citation": "Mass. Gen. Laws ch. 112, § 12X.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section12X", "proposition": "Section 12X supports the rule that a covenant restricting a registered physician's right to practice medicine is void and unenforceable as to that restriction.", "verbatimQuote": "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.", "date": "1977-01-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-ban-physicians" }, { "id": "ban-nurses", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 112, § 74D", "citation": "Mass. Gen. Laws ch. 112, § 74D.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section74D", "proposition": "Section 74D supports the rule that a covenant restricting a nurse's right to practice nursing is void and unenforceable as to that restriction.", "verbatimQuote": "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.", "date": "2024-01-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-ban-nurses" }, { "id": "ban-psychologists", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 112, § 129B", "citation": "Mass. Gen. Laws ch. 112, § 129B.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section129B", "proposition": "Section 129B supports the rule that a covenant restricting a licensed psychologist's right to practice is void and unenforceable as to that restriction.", "verbatimQuote": "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;", "date": "2024-01-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-ban-psychologists" }, { "id": "ban-social-workers", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 112, § 135C", "citation": "Mass. Gen. Laws ch. 112, § 135C.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section135C", "proposition": "Section 135C supports the rule that a covenant restricting a licensed social worker's right to practice is void and unenforceable as to that restriction.", "verbatimQuote": "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.", "date": "2008-01-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-ban-social-workers" }, { "id": "ban-broadcasting", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 186", "citation": "Mass. Gen. Laws ch. 149, § 186.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section186", "proposition": "Section 186 supports the rule that a broadcasting-industry covenant restricting an employee's right to obtain later employment is void where the employer terminated the employment, the parties terminated it by mutual agreement, or the contract expired.", "verbatimQuote": "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.", "date": "2024-01-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-ban-broadcasting" } ] }, { "slug": "choice-of-law", "label": "Can another state's law govern?", "heading": "Can another state's law govern a Massachusetts worker's non-compete?", "answerText": "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.", "sources": [ { "id": "choice-of-law-statute", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(e).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(e) supports the rule that a choice-of-law provision that would avoid the statute is unenforceable for an employee who was a Massachusetts resident or employed in Massachusetts for at least 30 days before cessation.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-choice-of-law-statute" }, { "id": "venue-statute", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(f).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(f) supports the rule that civil actions on a covered noncompete must be brought in the employee's county of residence or, by mutual agreement, in Suffolk County.", "verbatimQuote": "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;", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-venue-statute" }, { "id": "oxford-choice-of-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Oxford Global Res., LLC v. Hernandez", "citation": "Oxford Global Res., LLC v. Hernandez, 480 Mass. 462 (2018).", "url": "https://www.courtlistener.com/opinion/7175264/oxford-global-res-llc-v-hernandez/", "deepLink": "https://www.courtlistener.com/opinion/7175264/oxford-global-res-llc-v-hernandez/#:~:text=We%20conclude%20that%20the%20Massachusetts,open%20competition%20and%20employee%20mobility.", "proposition": "Oxford Global supports the rule that a Massachusetts choice-of-law clause is unenforceable where applying Massachusetts law would violate the fundamental public policy of the state whose law otherwise governs.", "verbatimQuote": "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.", "date": "2018-09-07", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-oxford-choice-of-law" }, { "id": "draftkings-choice-of-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "DraftKings Inc. v. Hermalyn", "citation": "DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024).", "url": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/", "deepLink": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/#:~:text=Massachusetts%20usually%20respects%20the%20parties%E2%80%99,he%20could%20satisfy%20the%20others).", "proposition": "DraftKings supports the rule that Massachusetts usually respects the parties' choice of law and that an employee invoking the public-policy exception must prove every element of the exception, including that the other state has a materially greater interest than Massachusetts.", "verbatimQuote": "Massachusetts usually respects the parties’ choice of law. . . . But exceptions exist, each driven by public-policy concerns . . . . And the exception Hermalyn invokes requires him to show that (i) “application of” Massachusetts law “would be contrary to a fundamental policy of” California; (ii) California “has a materially greater interest than” Massachusetts “in the determination of the . . . issue”; and (iii) California is the state whose law would control “in the absence of an effective choice of law by the parties” — i.e., that California has “the most significant relationship to the transaction and the parties.” . . . Which means Hermalyn must satisfy all of them to get anywhere. . . . But he can’t satisfy the materially-greater- interest requisite (as we explain next), thus dashing his hopes of winning the issue (even assuming without deciding that he could satisfy the others).", "date": "2024-09-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-draftkings-choice-of-law" }, { "id": "draftkings-fact-distinction", "authorityType": "case-law", "tier": "primary-source-backed", "title": "DraftKings Inc. v. Hermalyn", "citation": "DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024).", "url": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/", "deepLink": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/#:~:text=According%20to%20what%20the%20judge,Oxford%2D%20based%20arguments%20sputter%20out.", "proposition": "DraftKings supports the rule that an employee who never worked from California during the employment, and whose likely breach would harm the employer in Massachusetts, could not show that California's interest was materially greater than Massachusetts's, distinguishing Oxford on its facts.", "verbatimQuote": "According to what the judge here found — and we see no convincingly developed argument contesting her findings as reversible error — (i) while “Hermalyn primarily worked for [Massachusetts-headquartered] DraftKings from New Jersey and New York, he traveled to Massachusetts for work at least 25 times” during a 2½-year stretch before leaving for Fanatics — which roughly comes to “once every [6] weeks”; (ii) “Hermalyn does not contend, nor is there evidence, that he performed any of his work responsibilities for DraftKings from California”; and (iii) “[a]ny . . . harms flowing from Hermalyn’s likely” noncompete breach “will be felt by DraftKings in Massachusetts, not California.” Given the dissimilarities between Oxford and our case, Hermalyn’s Oxford- based arguments sputter out.", "date": "2024-09-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-draftkings-fact-distinction" }, { "id": "draftkings-mnaa-recalibration", "authorityType": "case-law", "tier": "primary-source-backed", "title": "DraftKings Inc. v. Hermalyn", "citation": "DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024).", "url": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/", "deepLink": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/#:~:text=But%20%E2%80%9Ca%20paradigm%20shift%E2%80%9D%20occurred,.%20.%20.%20enforceable%E2%80%9D%20noncompetes", "proposition": "DraftKings supports the rule that the Massachusetts Noncompetition Agreement Act's recalibration of Massachusetts non-compete policy after Oxford bears on the comparison of state interests in the choice-of-law analysis.", "verbatimQuote": "But “a paradigm shift” occurred when Massachusetts passed a law — the Massachusetts Noncompetition Agreement Act (“MNAA”) — that “dramatically reduc[ed] the number of Massachusetts employees who can be subjected to . . . enforceable” noncompetes", "date": "2024-09-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-draftkings-mnaa-recalibration" }, { "id": "draftkings-injunction-scope", "authorityType": "case-law", "tier": "primary-source-backed", "title": "DraftKings Inc. v. Hermalyn", "citation": "DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024).", "url": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/", "deepLink": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/#:~:text=Clearly%20his%20requested%20California%20carveout,preliminary%20injunction%E2%80%99s%20one%2Dyear%20noncompete%20ban.", "proposition": "DraftKings supports the rule that the court declined to exclude California from the one-year nationwide preliminary injunction because the requested carve-out would give the employee a way to skirt the non-compete.", "verbatimQuote": "Clearly his requested California carveout will give him a way to skirt the countrywide preliminary injunction’s one-year noncompete ban.", "date": "2024-09-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-draftkings-injunction-scope" } ] }, { "slug": "court-narrowing", "label": "Will a court narrow an overbroad covenant?", "heading": "Will a Massachusetts court reform an overbroad non-compete?", "answerText": "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.", "sources": [ { "id": "reformation-statute", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(d).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(d) supports the rule that a court may, in its discretion, reform or revise a noncompetition agreement to render it valid and enforceable.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-reformation-statute" } ] }, { "slug": "material-change", "label": "Does a promotion void an older covenant?", "heading": "Does a promotion or change in role void an older Massachusetts non-compete?", "answerText": "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.", "sources": [ { "id": "bartlett-abandonment", "authorityType": "case-law", "tier": "primary-source-backed", "title": "F.A. Bartlett Tree Expert Co. v. Barrington", "citation": "F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).", "url": "https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/", "deepLink": "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.", "proposition": "Bartlett supports the rule that far-reaching changes to the employment relationship suggest the parties abandoned the old arrangement and entered a new one.", "verbatimQuote": "Such far reaching changes strongly suggest that the parties had abandoned their old arrangement and had entered into a new relationship.", "date": "1968-02-02", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-bartlett-abandonment" }, { "id": "bartlett-newcontract", "authorityType": "case-law", "tier": "primary-source-backed", "title": "F.A. Bartlett Tree Expert Co. v. Barrington", "citation": "F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).", "url": "https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/", "deepLink": "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.", "proposition": "Bartlett supports the rule that a material change in the employment terms can result in the earlier contract, with its covenant, being abandoned and rescinded by mutual consent.", "verbatimQuote": "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.", "date": "1968-02-02", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-bartlett-newcontract" } ] }, { "slug": "extended-for-breach", "label": "Does a non-compete toll during breach?", "heading": "Does a Massachusetts non-compete toll or extend during a breach or litigation?", "answerText": "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.", "sources": [ { "id": "duration-extension", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 149, § 24L", "citation": "Mass. Gen. Laws ch. 149, § 24L(b)(iv).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L", "proposition": "Section 24L(b)(iv) supports the rule that the only statutory extension of the restricted period — to up to 2 years — is triggered by the employee's breach of fiduciary duty or unlawful taking of employer property.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-duration-extension" }, { "id": "emc-no-extension", "authorityType": "case-law", "tier": "primary-source-backed", "title": "EMC Corp. v. Arturi", "citation": "EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).", "url": "https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/", "deepLink": "https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=Being%20forewarned%2C%20EMC%20could%20have,upon%20preliminary%20finding%20of%20breach.", "proposition": "EMC v. Arturi supports the rule that a court will not equitably extend a non-compete past its term, and an employer that wants tolling during litigation must contract for it.", "verbatimQuote": "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.", "date": "2011-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-emc-no-extension" }, { "id": "emc-expired", "authorityType": "case-law", "tier": "primary-source-backed", "title": "EMC Corp. v. Arturi", "citation": "EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).", "url": "https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/", "deepLink": "https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=We%20explained%20that%20%22when%20the,left%20to%20his%20damages%20remedy.", "proposition": "EMC v. Arturi supports the rule that once the restraint period has expired, specific relief is inappropriate and the injured party is left to a damages remedy.", "verbatimQuote": "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.", "date": "2011-08-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-emc-expired" }, { "id": "automile-extension", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Automile Holdings, LLC v. McGovern", "citation": "Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020).", "url": "https://caselaw.findlaw.com/court/ma-supreme-judicial-court/2042227.html", "proposition": "Automile supports the rule that a court's use of an equitable remedy to extend a restrictive covenant beyond its plain terms is strongly disfavored and, absent a finding that damages would be inadequate, an abuse of discretion.", "verbatimQuote": "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.", "date": "2020-01-14", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-automile-extension" } ] }, { "slug": "parent-company-enforcement", "label": "Can a parent company enforce it?", "heading": "Can a parent or affiliated company enforce a Massachusetts non-compete?", "answerText": "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.", "sources": [ { "id": "anaplan-employer", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Anaplan Parent, LP v. Brennan", "citation": "Anaplan Parent, LP v. Brennan, No. 2584CV02350 (Mass. Super. Ct. 2025).", "url": "https://www.mintz.com/sites/default/files/media/documents/2025-11-07/Anaplan-Parent%2C-LP-v.-Brennan-Noncompete%20Order.pdf", "proposition": "Anaplan supports the point that the statutory term employer has not been read to include a parent corporation, so a non-compete signed with a parent rather than the direct employing entity risks being unenforceable.", "verbatimQuote": "It has never been held to include a parent corporation as an \"employer.\"", "date": "2025-09-11", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-anaplan-employer" } ] }, { "slug": "trade-secrets", "label": "What protects an employer instead?", "heading": "If a non-compete is unavailable, what protects a Massachusetts employer?", "answerText": "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.", "sources": [ { "id": "mutsa-definition", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 93, § 42", "citation": "Mass. Gen. Laws ch. 93, § 42(4).", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42", "proposition": "Section 42 supports the broad statutory definition of a trade secret under the Massachusetts Uniform Trade Secrets Act.", "verbatimQuote": "(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", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-mutsa-definition" }, { "id": "mutsa-limitations", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "Mass. Gen. Laws ch. 93, § 42E", "citation": "Mass. Gen. Laws ch. 93, § 42E.", "url": "https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42E", "proposition": "Section 42E supports the 3-year discovery-rule limitations period for a trade-secret misappropriation claim.", "verbatimQuote": "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.", "date": "2018-10-01", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-mutsa-limitations" } ] }, { "slug": "recent-developments", "label": "What recent changes should employers watch?", "heading": "What are the key recent developments in Massachusetts non-compete law?", "answerText": "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.", "sources": [ { "id": "rd-nuvasive-effective-date", "authorityType": "case-law", "tier": "primary-source-backed", "title": "NuVasive, Inc. v. Day", "citation": "NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).", "url": "https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/", "deepLink": "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", "proposition": "NuVasive supports the rule that the Massachusetts Noncompetition Agreement Act applies only to noncompetition agreements entered into on or after October 1, 2018.", "verbatimQuote": "the MNCA \"only applies to employee noncompetition agreements entered into on or after October 1, 2018,\"", "date": "2020-04-08", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-rd-nuvasive-effective-date" }, { "id": "rd-miele-plain-language", "authorityType": "case-law", "tier": "primary-source-backed", "title": "Miele v. Foundation Medicine, Inc.", "citation": "Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).", "url": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/", "deepLink": "https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.", "proposition": "Miele supports the rule that, under the act's plain language, noncompetition agreements exclude nonsolicitation agreements and forfeiture-for-competition agreements are a subset of noncompetition agreements.", "verbatimQuote": "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.", "date": "2025-06-13", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-rd-miele-plain-language" }, { "id": "rd-draftkings-choice-of-law", "authorityType": "case-law", "tier": "primary-source-backed", "title": "DraftKings Inc. v. Hermalyn", "citation": "DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024).", "url": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/", "deepLink": "https://www.courtlistener.com/opinion/10125471/draftkings-inc-v-hermalyn/#:~:text=Hermalyn%E2%80%99s%20facts%20are%20not%20like%20Hernandez%E2%80%99s.", "proposition": "DraftKings supports the rule that Massachusetts law governed, and a Massachusetts choice-of-law clause was enforced, against a remote employee who moved to California only after leaving his Massachusetts-based employer, because his facts were unlike the California-centered facts of Oxford.", "verbatimQuote": "Hermalyn’s facts are not like Hernandez’s.", "date": "2024-09-26", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-rd-draftkings-choice-of-law" }, { "id": "bill-s1336", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "S.1336 — An Act relative to banning noncompetition agreements in the Commonwealth", "citation": "S.1336, 194th Gen. Court (Mass. 2025) (not enacted; reported favorably and referred to Senate Ways and Means, Dec. 22, 2025).", "url": "https://malegislature.gov/Bills/194/S1336.pdf", "proposition": "S.1336 would amend section 24L to make noncompetition agreements void and unenforceable; it remains pending and is not law.", "verbatimQuote": "Effective January 1, 2026, noncompetition agreements, as defined in this section, shall be void and unenforceable.", "date": "2025-12-22", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-bill-s1336" }, { "id": "bill-s1366", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "S.1366 — An Act relative to non-compete agreements for veterinarians", "citation": "S.1366, 194th Gen. Court (Mass. 2025) (not enacted; reported favorably and referred to Senate Ways and Means, Dec. 22, 2025).", "url": "https://malegislature.gov/Bills/194/S1366.pdf", "proposition": "S.1366 would void restrictions on a registered veterinarian's right to practice veterinary medicine, on the model of the existing physician ban; it remains pending and is not law.", "verbatimQuote": "Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a veterinarian registered to practice veterinary medicine pursuant to section 55 of this chapter, which includes any restriction of the right of such veterinarian to practice veterinary 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.", "date": "2025-12-22", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-bill-s1366" }, { "id": "bill-h2090", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "H.2090 — An Act securing the application of Massachusetts law to remote employees", "citation": "H.2090, 194th Gen. Court (Mass. 2025) (not enacted; reported favorably and referred to House Ways and Means, Oct. 29, 2025).", "url": "https://malegislature.gov/Bills/194/H2090.pdf", "proposition": "H.2090 would apply Massachusetts law to remote employees of employers incorporated or operating in Massachusetts absent a clear, mutually negotiated waiver; it remains pending and is not law.", "verbatimQuote": "A contract designating the choice of law as a jurisdiction other than the Commonwealth shall not be effective, however, upon a showing that the Employer has failed to comply with any legal obligation imposed by the jurisdiction concerning the working terms or conditions of the Remote Employee.", "date": "2025-10-29", "anchor": "https://openagreements.org/practice-guides/non-compete/us/massachusetts#src-bill-h2090" } ] } ] } }