Massachusetts Non-Compete Agreement
Massachusetts enforces non-compete agreements under the Noncompetition Agreement Act, capped at 12 months with garden-leave pay. Attorney review available.
Introduction
A non-compete agreement keeps a departing employee from competing with the business for a set time, and Massachusetts sets some of the nation's strictest terms, capping the restriction at 12 months and generally requiring garden-leave pay of at least half the employee's salary during it. In Massachusetts a non-compete is enforceable, but only if it meets the Massachusetts Noncompetition Agreement Act (the MNAA), M.G.L. Chapter 149, Section 24L, which was enacted in 2018 and applies to agreements entered into on or after October 1, 2018. Massachusetts sets some of the strictest rules in the country. To be valid, the non-compete must be in writing, signed by both the employer and the employee, and it must expressly state that the employee has the right to consult a lawyer before signing. The employer has to deliver it by the earlier of a formal offer of employment or 10 business days before the job starts. The restriction can be no broader than necessary to protect a legitimate business interest such as trade secrets, confidential information, or goodwill, and it is capped at 12 months (extendable to 2 years only if the employee breached a fiduciary duty or unlawfully took company property). Critically, the agreement must be supported by a garden leave clause paying at least 50 percent of the employee's highest annualized base salary from the prior two years during the restricted period, or by other mutually-agreed consideration. Massachusetts also bars non-competes entirely against several groups, including hourly workers who are non-exempt under federal law and employees who were laid off or fired without cause. This page explains Massachusetts's rule and offers a template scoped to what Massachusetts actually permits. It is a state-law overview, not a promise that any given clause will hold up.
Key Things to Know
- 1
A non-compete agreement is a contract in which one party, usually an employee, agrees not to compete with a business for a set time and area after the relationship ends. In Massachusetts it is enforceable only if it satisfies the Noncompetition Agreement Act.
- 2
Massachusetts enforces non-competes only under M.G.L. Chapter 149, Section 24L (the MNAA), which applies to agreements entered into on or after October 1, 2018. The clause must be in writing, signed by both parties, no broader than necessary to protect trade secrets, confidential information, or goodwill, and cannot last more than 12 months.
- 3
Massachusetts has no state-specific salary-dollar threshold for a non-compete. Instead, Section 24L(c) makes a non-compete unenforceable against any employee who is non-exempt under the federal Fair Labor Standards Act, which covers most hourly, overtime-eligible workers. Do not import another state's fixed salary figure.
- 4
A Massachusetts non-compete is capped at 12 months from the end of employment (up to 2 years only if the employee breached a fiduciary duty or unlawfully took company property). It must also be reasonable in geographic reach and in the activities it restricts, presumptively limited to where and what the employee did in the last 2 years.
- 5
Massachusetts requires advance notice and real consideration. The non-compete must be delivered by the earlier of a formal offer or 10 business days before the job starts, state the right to consult counsel, and be supported by a garden leave clause paying at least 50 percent of the employee's highest annualized base salary, or other mutually-agreed consideration.
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Massachusetts bars non-competes against non-exempt (FLSA) workers, student interns, employees terminated without cause or laid off, and workers age 18 or younger (Section 24L(c)). Separate statutes void them for physicians, nurses, psychologists, social workers, and broadcasters. A court may reform an overbroad clause rather than void it entirely (Section 24L(d)).
- 7
Because Massachusetts caps and prices non-competes so heavily, employers often protect information instead with a nondisclosure or nonsolicitation agreement and the Massachusetts Uniform Trade Secrets Act (Chapter 93, Sections 42 to 42G), which the MNAA leaves untouched.
Key decisions before you file
Before you file a Non-Compete Agreement in Massachusetts, a few decisions shape the document: which option to choose and what each one means. The Non-Compete Agreement guide walks through them.
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Massachusetts Requirements for Non-Compete Agreement
In Massachusetts an employee non-compete is enforceable only if it satisfies the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, Section 24L, which applies to agreements entered into on or after October 1, 2018. It must be in writing, signed by both parties, no broader than necessary to protect a legitimate business interest (trade secrets, confidential information, or goodwill), and meet the Act's notice, duration, and consideration rules. A non-compete that misses any requirement is not enforceable in Massachusetts.
Massachusetts sets no state-specific salary-dollar threshold. Instead, Section 24L(c) makes a non-compete unenforceable against any employee who is non-exempt under the federal Fair Labor Standards Act, which covers most hourly, overtime-eligible workers. Whether a worker is FLSA non-exempt turns on the federal duties and salary-level tests set by the U.S. Department of Labor, so confirm the current federal figure and do not rely on another state's fixed salary number.
Section 24L(b) caps the restricted period at 12 months from the date employment ends. The only exception is where the employee breached a fiduciary duty to the employer or unlawfully took company property, physically or electronically, in which case the period may run up to 2 years. A Massachusetts non-compete drafted for longer than 12 months, without one of those grounds, exceeds what the statute allows.
Beyond the 12-month cap, a Massachusetts non-compete must be reasonable in geographic reach and in the activities it restricts (Section 24L(b)). It is presumptively reasonable if limited to the geographic areas where, and the types of services for which, the employee provided services or had a material presence during the last 2 years of employment. Keep the restriction tied to what the employee actually did, not the employer's entire market.
Under Section 24L(b), a non-compete presented at the start of employment must be delivered by the earlier of a formal offer or 10 business days before the job begins, and must expressly state the employee's right to consult counsel. A non-compete introduced after employment starts must be supported by fair and reasonable consideration independent of continued employment, with at least 10 business days notice before it becomes effective. A non-compete presented without this notice does not meet Massachusetts law.
Section 24L(b) requires a garden leave clause or other mutually-agreed consideration. A garden leave clause pays the former employee at least 50 percent of their highest annualized base salary from the 2 years preceding termination during the entire restricted period. If the employer does not provide garden leave, it must give some other agreed consideration; in Massachusetts, continued at-will employment alone is generally not enough for a non-compete signed after the job has already started.
Section 24L(c) makes a non-compete unenforceable against employees who are non-exempt under the Fair Labor Standards Act, undergraduate or graduate student interns, employees terminated without cause or laid off, and workers age 18 or younger. Separate Massachusetts statutes also void non-competes for physicians (c. 112 Section 12X), nurses, psychologists, social workers, and broadcasters. A non-compete against any of these workers is not enforceable in Massachusetts.
A Massachusetts court may in its discretion reform an overbroad non-compete to make it valid only to the extent necessary to protect the legitimate interest (Section 24L(d)), but it is not required to. Because a compliant non-compete is costly and capped, employers often protect information instead with a nondisclosure or nonsolicitation agreement and the Massachusetts Uniform Trade Secrets Act (c. 93, Sections 42 to 42G), which the MNAA leaves outside its restrictions.
Frequently Asked Questions
Yes, but only within strict limits. Under the Massachusetts Noncompetition Agreement Act, M.G.L. Chapter 149, Section 24L, an employee non-compete entered into on or after October 1, 2018 is valid only if it is in writing, signed by both parties, states the right to consult counsel, is delivered on time, is no broader than necessary to protect a legitimate business interest, lasts no more than 12 months, and is supported by garden leave pay or other agreed consideration. A non-compete that skips any of these requirements is not enforceable in Massachusetts.
No more than 12 months. Section 24L(b) caps the restricted period at 12 months from the date employment ends. The only way it can run longer, up to 2 years, is if the employee breached a fiduciary duty to the employer or unlawfully took company property, physically or electronically. Even within 12 months, the restriction must be reasonable in its geographic reach and in the activities it limits, so a shorter, tightly scoped restriction is far more likely to hold up in Massachusetts than a broad one.
It requires garden leave or an equivalent. Section 24L(b) says a Massachusetts non-compete must be supported by a garden leave clause or other mutually-agreed consideration. A garden leave clause means the employer pays the former employee at least 50 percent of their highest annualized base salary from the prior two years during the entire restricted period. If the employer does not offer garden leave, it must give some other agreed consideration for the restriction; in Massachusetts, mere continued employment is generally not enough for a non-compete signed after the job has already started.
Section 24L(c) makes a non-compete unenforceable against four groups: employees who are non-exempt under the federal Fair Labor Standards Act (most hourly, overtime-eligible workers), undergraduate or graduate students in an internship or short-term role, employees who were terminated without cause or laid off, and workers age 18 or younger. Separate Massachusetts statutes also void non-competes for physicians, nurses, psychologists, social workers, and broadcasting-industry employees. A non-compete against any of these workers is not enforceable in Massachusetts.
Yes. Under Section 24L(b), if the non-compete is presented at the start of employment, the employer must deliver it by the earlier of a formal offer of employment or 10 business days before the job begins, and it must expressly state that you have the right to consult a lawyer before signing. If the non-compete is introduced after you already started, it must be supported by fair and reasonable consideration independent of continued employment, with at least 10 business days notice before it takes effect. A non-compete sprung on you without this notice does not meet Massachusetts law.
It can, but there is no guarantee. Section 24L(d) says a court may, in its discretion, reform or revise a non-compete to make it valid and enforceable to the extent necessary to protect the legitimate business interest. That means a Massachusetts judge can narrow an overbroad clause rather than throw it out entirely, but the court is not required to, and an employer that drafts an unreasonable restriction risks having it cut back or refused. The safest course is to keep the restriction narrow from the start.
They use a nondisclosure or confidentiality agreement, a nonsolicitation covenant, and the Massachusetts Uniform Trade Secrets Act (Chapter 93, Sections 42 to 42G), which was enacted alongside the MNAA. The MNAA expressly leaves NDAs, confidentiality agreements, and nonsolicitation covenants outside its restrictions, so these tools protect confidential information and customer relationships without the garden-leave cost or the 12-month cap that apply to a true non-compete in Massachusetts.
No. In 2024 the Federal Trade Commission issued a rule that would have banned most non-competes nationwide, but a federal court set it aside before it took effect, so it is not currently in force and its status has remained unsettled. Either way, Massachusetts's own statute, M.G.L. Chapter 149, Section 24L, independently governs non-competes in Massachusetts: valid only if in writing with the required notice, no broader than necessary, capped at 12 months, supported by garden-leave or other agreed consideration, and unenforceable against several categories of workers.