Massachusetts non-compete law

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Short answer: Massachusetts non-competes signed on or after October 1, 2018 are governed by the Massachusetts Noncompetition Agreement Act (G.L. c. 149 § 24L). The act caps duration at 12 months, requires garden leave (50% of base salary during the restriction) or other mutually agreed consideration, mandates notice and right to counsel procedures, and prohibits enforcement against several categories of workers. Most non-competes signed without following the procedural requirements are unenforceable.

What the act covers

The Massachusetts Noncompetition Agreement Act, G.L. c. 149 § 24L, applies to noncompetition agreements entered into by employees on or after October 1, 2018. The act covers employee non-competes specifically. It does not cover:

Customer non-solicitation agreements
Employee non-solicitation agreements
Agreements made in connection with the sale of a business
Forfeiture-for-competition provisions in equity compensation plans
Confidentiality agreements
Agreements made in connection with the cessation or separation from employment (severance-related agreements signed at exit, with separate consideration)

For each of those categories, prior Massachusetts law applies. Customer non-solicits and confidentiality agreements remain enforceable under reasonableness standards.

The 12-month duration cap

The act imposes a hard 12-month cap on the duration of a non-compete. There is one exception: the cap may be extended to 24 months if the employee has breached fiduciary duties to the employer or unlawfully taken company property (e.g., physical or electronic property).

This is significantly tighter than the common-law standard in most states, where 12-18 months was the typical practice. Any Massachusetts non-compete signed after October 1, 2018 with a duration exceeding 12 months for the non-breach scenario is unenforceable as written.

Courts may blue-pencil overlong non-competes to bring them within the 12-month cap, but the practice is inconsistent and several Superior Court decisions have voided overlong agreements entirely rather than reform them.

Garden leave

The act requires the employer to provide one of two forms of consideration during the restricted period:

Option 1: Garden leave payments. The employer pays the employee at least 50% of the employee's highest base salary in the two years before separation, for the full duration of the restricted period.

Option 2: Other mutually agreed consideration. The agreement must specify other consideration that is mutually agreed and that is fair and reasonable. The act provides no specific guidance on what qualifies, but case law has generally required real consideration beyond continued employment.

Most employers have adopted the second option (other consideration) by including the non-compete as part of an offer letter with sign-on equity or bonus structures, or paid garden leave as part of senior executive packages where the financial cost is justified.

A non-compete that lacks either garden leave payments or specific other consideration is unenforceable for failing to satisfy the consideration requirement.

Notice and procedural requirements

The act includes several procedural requirements that frequently determine enforceability:

For agreements entered at the start of employment, the employer must give the agreement to the employee on or before the formal offer of employment, or 10 business days before the agreement becomes effective, whichever is earlier. The agreement must expressly state that the employee has the right to consult with counsel before signing.

For agreements entered after employment has begun, the employer must give the agreement to the employee 10 business days before the agreement becomes effective, must expressly state the right to counsel, and must provide additional fair and reasonable consideration beyond continued employment.

Both signatures required: the agreement must be signed by both the employer and the employee.

Many employers have run into trouble on the procedural side, particularly with the 10-business-day notice requirement and the express statement of the right to counsel. Agreements that fail any procedural requirement are unenforceable for that defect.

Who cannot be bound

The act explicitly prohibits enforcement against several categories of workers:

Non-exempt employees (typically hourly workers)
Undergraduate or graduate students engaged in short-term employment
Employees who have been terminated without cause or laid off
Employees age 18 or younger

The category most relevant to ordinary disputes: employees terminated without cause or laid off cannot be bound by a non-compete in Massachusetts. This is a significant protection for workers caught up in restructuring or RIFs. Even if the agreement is otherwise enforceable, the termination context renders it unenforceable.

What counts as "cause" for this purpose is not always clear in the act itself. Generally, courts apply a standard similar to "for cause" definitions in employment contracts: willful misconduct, material breach of duties, fraud, or conviction of a crime. Performance-based terminations typically do not qualify as cause.

Agreements signed before October 1, 2018

The act applies prospectively. Non-competes signed before October 1, 2018 are governed by Massachusetts common law as it stood prior to the act. Under that common law:

12-18 month durations were typical and often upheld
Reasonableness review applied to scope (duration, geography, activity)
Consideration requirements were less specific
Procedural requirements (notice, garden leave) were not required

If you signed a non-compete in Massachusetts before October 1, 2018, the act does not apply directly. However, courts post-2018 have sometimes drawn on the act's policies in their reasonableness analysis even for pre-act agreements, generally trending toward less enforcement.

Renewal or modification of a pre-act non-compete after October 1, 2018 likely subjects the new version to the act. Continuing to be employed under a pre-act non-compete without renewal typically does not subject the agreement to the act.

What to do next

If you're a Massachusetts employee with a non-compete, the procedural requirements are often the easiest place to win. Many agreements were signed without the 10-business-day notice, without explicit right-to-counsel language, or without specific consideration. Any of those defects can void the agreement.

If you were laid off or terminated without cause, the non-compete is unenforceable against you regardless of other compliance issues.

If you want a delivered analysis of your specific non-compete against Massachusetts law, including act compliance, consideration analysis, and the termination context, we deliver one in 24 hours for $199. See Non-Compete Review.

Sources

Massachusetts G.L. c. 149 § 24L (Massachusetts Noncompetition Agreement Act)
940 CMR 27.00 (Attorney General regulations)
Allstate Ins. Co. v. Fougere, 79 F.4th 172 (1st Cir. 2023) (interpreting the act)
Lycos, Inc. v. Jackson, 18 Mass. L. Rep. 256 (2004) (pre-act standards still relevant for grandfathered agreements)

Get your contract reviewed

If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/non-compete.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice.