Massachusetts Non-Compete Agreement Overview
Massachusetts enacted the Massachusetts Noncompetition Agreement Act (MNAA), effective October 1, 2018 (M.G.L. c. 149 Section 24L), which created one of the most employee-protective non-compete frameworks in the country. The Act caps non-compete duration at 12 months (or 18 months in cases of breach of fiduciary duty or theft). Critically, the Act requires employers to provide garden leave pay of at least 50% of the employee's highest annualized base salary during the restricted period.
The MNAA also prohibits non-competes for several categories of workers: those classified as nonexempt under the Fair Labor Standards Act (hourly workers), undergraduate and graduate students in internships, employees who have been terminated without cause or laid off, and employees under 18. The agreement must be in writing, be supported by garden leave pay or other mutually agreed-upon consideration, and include specific notice provisions. Non-competes must be provided to the employee before a formal job offer or at least 10 business days before employment begins, whichever is earlier.
Enforceable
Enforceability
12 months
Max duration
Yes
Blue-pencil
Garden pay required (50% of highest salary)
Consideration
Massachusetts Enforceability Requirements
Understanding Massachusetts's specific rules is essential for drafting an enforceable non-compete agreement. The following provisions apply in Massachusetts.
Key Provisions
- Maximum 12-month duration (18 months for breach of fiduciary duty/theft)
- Garden pay REQUIRED — at least 50% of highest annualized base salary during restricted period
- NOT enforceable against hourly (nonexempt) workers, interns, or employees terminated without cause
- Must be provided before formal offer or 10+ business days before employment begins
- Must be supported by garden pay or other mutually agreed-upon consideration
- Must be reasonable in scope and geographic area
- Blue-pencil doctrine applies
How to Draft a Non-Compete in Massachusetts
Follow these steps to create an enforceable non-compete agreement that complies with Massachusetts law.
Verify State Requirements
Confirm that your non-compete complies with Massachusetts's enforceability standards, including any income thresholds, duration caps, and procedural requirements.
Define Restricted Activities Narrowly
Be specific about what activities are restricted. Broad prohibitions are more likely to be struck down or modified by Massachusetts courts.
Set Reasonable Geographic Scope
Limit the geographic restriction to areas where your company actually operates or where the employee had client responsibility in Massachusetts.
Provide Adequate Consideration
Ensure the employee receives adequate consideration for the non-compete restriction. In Massachusetts, garden pay required (50% of highest salary).
Include Severability and Signatures
Add a severability clause and get proper signatures from both parties. In Massachusetts, this helps protect the enforceable portions of the agreement if any provision is found overbroad.
Recent Legal Changes in Massachusetts
The MNAA took effect October 1, 2018, representing a fundamental change in Massachusetts non-compete law. It introduced garden pay requirements, income protections, and procedural safeguards. Massachusetts continues to be a leader in employee-protective non-compete legislation.
Employer Tips for Massachusetts
Budget for garden pay when using non-competes. Provide the agreement before the formal job offer or at least 10 business days before start date. Verify the employee is exempt under FLSA. Do not attempt to enforce non-competes against employees terminated without cause. Keep duration at or under 12 months.
Employee Rights in Massachusetts
Massachusetts employees have strong protections. You are entitled to garden pay during the restricted period. Non-competes cannot be enforced if you were terminated without cause, are an hourly worker, or are an intern. If the agreement was not provided timely or lacks garden pay, it may be void. Consult an attorney.
Sample Massachusetts Non-Compete Agreement
Below is a preview of our Massachusetts-specific non-compete agreement. Your customized document will include all provisions required for enforceability in Massachusetts.
NON-COMPETE AGREEMENT
STATE OF MASSACHUSETTS
Covenant Not to Compete
EMPLOYER:
Company Name: [Legal Entity Name]
Address: [Massachusetts Address]
Business Type: [Industry]
EMPLOYEE:
Name: [Full Legal Name]
Position: [Job Title]
Start Date: [Date]
NON-COMPETE TERMS
Restricted Activities: [Specific Activities]
Geographic Scope: [Area]
Duration: [Time Period] following termination
Consideration: [What Employee Receives]
Governing Law: State of Massachusetts
Massachusetts Non-Compete Agreement FAQ
Answers to common questions about non-compete agreements in Massachusetts, including enforceability, duration limits, and employee rights.
Official Massachusetts Resources
Use these official resources to verify Massachusetts non-compete enforceability rules and access state employment law information.
Massachusetts Department of Labor
State labor law information and employment resources
Massachusetts Attorney General
Consumer protection and employment law guidance
FTC Non-Compete Rulemaking
Federal non-compete rule status and developments
ABA Labor and Employment Law
American Bar Association employment law resources
Related Massachusetts Documents
Depending on your situation, you may need additional documents alongside your Massachusetts non-compete agreement.
Massachusetts Non-Disclosure Agreement
Protect confidential information and trade secrets
Massachusetts Non-Solicitation Agreement
Prevent poaching of clients and employees
Massachusetts Employment Agreement
Comprehensive employment terms and conditions
Massachusetts Severance Agreement
Separation terms with non-compete provisions
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