Massachusetts Non-Compete Agreement Template
Draft a non-compete under the Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L), which caps duration at 12 months, requires garden-leave pay or other consideration, and bans covenants for several worker categories.
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Legal Requirements in Massachusetts
The restricted period generally may not exceed 12 months from the end of employment (up to 24 months only if the employee breached a fiduciary duty or misappropriated property) (M.G.L. c. 149, § 24L(b)(iv)).
The covenant must be supported by a garden-leave clause paying at least 50% of the employee's highest annualized base salary over the prior 2 years, or other mutually agreed consideration (M.G.L. c. 149, § 24L(b)(vii)).
If signed at the start of employment, the agreement must be provided by the earlier of the formal offer or 10 business days before the start date, and must state the right to consult counsel (M.G.L. c. 149, § 24L(b)(i)).
If entered into after employment begins, fair and reasonable consideration independent of continued employment is required, with at least 10 business days' notice before it becomes effective (M.G.L. c. 149, § 24L(b)(ii)).
Non-competes are unenforceable against FLSA non-exempt employees, undergraduate/graduate student interns, employees terminated without cause or laid off, and workers age 18 or younger (M.G.L. c. 149, § 24L(c)).
Key Statutes & Regulations
- Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L (effective Oct. 1, 2018)
- M.G.L. c. 149, § 24L(b) (duration cap, garden-leave/consideration, notice, and reasonableness requirements)
- M.G.L. c. 149, § 24L(c) (categories of workers exempt from enforcement)
- M.G.L. c. 112, § 12X (2018) (physician non-compete ban); M.G.L. c. 149, § 186 (broadcasting industry ban)
- M.G.L. c. 112, §§ 74D, 129B, 135C (nurse, psychologist, and social worker non-compete bans)
Common Pitfalls
- •Omitting the required garden-leave pay or other mutually agreed consideration, which voids the covenant.
- •Setting a restricted period longer than 12 months without a qualifying breach or misappropriation.
- •Failing to give 10 business days' notice or to state the employee's right to consult counsel.
- •Trying to enforce the covenant against an FLSA non-exempt employee or one terminated without cause.
Local Terminology
- Garden leave clause
- A provision paying the employee at least 50% of their highest annualized base salary from the prior 2 years, on a pro-rata basis, throughout the restricted period (M.G.L. c. 149, § 24L(b)(vii)).
- Noncompetition agreement
- An agreement under which an employee agrees not to engage in competitive activities after employment ends, as defined and limited by M.G.L. c. 149, § 24L.
- Restricted period
- The post-employment period a non-compete may last, capped at 12 months (24 months only for fiduciary breach or property misappropriation).
- Mutually-agreed consideration
- Value other than a garden-leave payment that the parties agree will support the non-compete; if entered into mid-employment, it must be independent of continued employment.
How Massachusetts Differs
Massachusetts requires affirmative garden-leave pay (or equivalent consideration) during the restricted period, a feature almost unique among states.
The 12-month duration cap is a hard statutory ceiling, not a reasonableness factor.
The statute bans enforcement entirely against several categories, including all FLSA non-exempt employees and anyone fired without cause.
A covenant must be no broader than necessary and is presumed reasonable only if limited to the geography and types of work the employee performed in the last 2 years (M.G.L. c. 149, § 24L(b)(v)-(vi)).
Separate professional statutes ban non-competes outright for physicians, nurses, psychologists, social workers, and broadcasters.
Frequently Asked Questions
How long can a Massachusetts non-compete last?
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No more than 12 months from the end of employment under M.G.L. c. 149, § 24L. The only exception extends it to 24 months when the employee has breached a fiduciary duty or unlawfully taken the employer's property. A longer period is unenforceable.
Does Massachusetts require paying employees during a non-compete?
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Effectively yes, unless other consideration is agreed. M.G.L. c. 149, § 24L requires a garden-leave clause paying at least 50% of the employee's highest annualized base salary over the prior two years throughout the restricted period, or other mutually agreed-upon consideration to support the covenant.
Who is exempt from non-competes in Massachusetts?
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Under M.G.L. c. 149, § 24L(c), non-competes are unenforceable against FLSA non-exempt employees, student interns, employees terminated without cause or laid off, and workers 18 or younger. Separate statutes also ban them for physicians, nurses, psychologists, social workers, and broadcasters.
Did the FTC rule change Massachusetts non-compete law?
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No. The FTC's 2024 rule was vacated in Ryan LLC v. FTC and removed from federal regulations in February 2026. Massachusetts non-competes remain governed by state law, the Noncompetition Agreement Act (M.G.L. c. 149, § 24L), which already imposes strict limits.
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