Massachusetts Non-Compete Agreement Act: A 2026 Drafting Guide

Yes, non-competes are enforceable in Massachusetts, but only if they meet every minimum requirement in the Massachusetts Noncompetition Agreement Act, Mass. Gen. Laws ch. 149 § 24L, for agreements signed on or after October 1, 2018. Section 24L(b) lists eight requirements. The main ones: a signed writing with a right-to-counsel statement, advance notice, a restriction no broader than needed to protect trade secrets, confidential information or goodwill, a restricted period of 12 months or less (24 months only in two breach situations), and a garden leave clause or other mutually-agreed consideration written into the agreement. Section 24L(c) also bars enforcement against four groups of workers.

Reviewed and corrected on 6 October 2026. This is general information, not legal advice; check the cited statute or opinion before relying on it.

Official text, as of 6 October 2026

Citation: Mass. Gen. Laws ch. 149, § 24L(b).

Text: "To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii)."

Source: malegislature.gov, Chapter 149, Section 24L, read on 6 October 2026.

What changed in 2026: We found no enacted change to § 24L. A bill from Governor Healey, filed April 16, 2026, would have rewritten § 24L(b)(vii), but the committee reported it without that language and a proposed amendment in the Senate to restore it (Amendment 383) was withdrawn on July 24, 2026, according to Russell Beck's July 26, 2026 account. The Supreme Judicial Court heard argument on September 9, 2026 in Anaplan Parent, LP v. Brennan, a case about who must sign. We found no decision as of today.

TL;DR

• Section 24L took effect for agreements entered into on or after October 1, 2018. Subsection (b) sets eight minimum requirements: (i) a signed writing with a counsel statement, given on time for a new hire; (ii) for mid-employment agreements, consideration independent of continued employment plus 10 business days' notice; (iii) no broader than necessary to protect trade secrets, confidential information or goodwill; (iv) 12 months or less; (v) reasonable geography; (vi) reasonable scope of activities; (vii) a garden leave clause or other mutually-agreed consideration specified in the agreement; (viii) consonance with public policy.
• Garden leave means at least 50% of the employee's highest annualized base salary from the prior two years, paid pro rata for the whole restricted period, and the employer cannot stop paying unless the employee breaches. The alternative, "other mutually-agreed upon consideration," has little case law. One federal court accepted stock options (Cynosure) and a class action over a $3,000 payment is pending (Boyd v. Boston Beer).
• Four groups cannot be bound: FLSA non-exempt employees, students in internships or short-term jobs, employees terminated without cause or laid off, and employees age 18 or younger.
• Forfeiture clauses are covered when they punish competition. Under § 24L(a), "forfeiture for competition agreements" count as non-competes. Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025), holds only that a forfeiture triggered by breach of a non-solicitation covenant is outside the Act.
• Choice-of-law clauses do not avoid § 24L for an employee who has lived or worked in Massachusetts for the 30 days before separation. The Anaplan appeal will say whether a parent company's signature satisfies the signature requirement.

Part of our non-compete enforceability by state series.

What the Act covers and what it leaves out

Section 24L applies to "employee noncompetition agreements" entered into on or after October 1, 2018. The SJC noted this in footnote 15 of Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020), and the First Circuit quoted the session law (St. 2018, c. 228, § 71) in NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020). Older agreements stay under common-law reasonableness review.

"Employee" includes independent contractors under § 148B. The definition of "noncompetition agreement" leaves out ten things, including covenants not to solicit employees, covenants not to solicit customers, nondisclosure agreements, invention assignment agreements, garden leave clauses, agreements made in connection with a separation when the employee is expressly given seven business days to rescind, and sale-of-business covenants when the restricted person is "a significant owner" who receives "significant consideration or benefit from the sale."

Two items in that list are easy to get wrong. "Forfeiture agreements," which impose adverse financial consequences regardless of whether the employee competes, are excluded. "Forfeiture for competition agreements" are the opposite: the statute says non-competition agreements "include" them. The sorting question is whether the money is lost because the person competes.

The eight requirements in § 24L(b)

A non-compete "must meet the minimum requirements of paragraphs (i) through (viii)." Here they are in the statute's order.

(i) New-hire agreements. The agreement must be in writing, signed by both the employer and the employee, and "expressly state that the employee has the right to consult with counsel prior to signing." It must be provided "by the earlier of a formal offer of employment or 10 business days before the commencement of the employee's employment."

(ii) Mid-employment agreements. An agreement entered into after employment starts, other than at separation, "must be supported by fair and reasonable consideration independent from the continuation of employment," with notice at least 10 business days before it takes effect. It also needs the signed writing and counsel statement.

(iii) Protectable interest. The agreement must be "no broader than necessary to protect" the employer's trade secrets, confidential information that is not a trade secret, or goodwill. The statute adds that a non-compete "may be presumed necessary where the legitimate business interest cannot be adequately protected through an alternative restrictive covenant," such as a non-solicitation or confidentiality agreement.

(iv) Duration. No more than 12 months from the date employment ends. If the employee breached a fiduciary duty or unlawfully took employer property, the cap is two years.

(v) Geography. Reasonable in relation to the interests protected. Reach limited to places where the employee provided services or had a material presence or influence in the last two years is "presumptively reasonable."

(vi) Activities. Reasonable in scope. A restriction limited to the specific types of services the employee provided in the last two years is "presumptively reasonable."

(vii) Garden leave or other consideration. The agreement must be "supported by a garden leave clause or other mutually-agreed upon consideration," and the consideration must be "specified in the noncompetition agreement."

(viii) Public policy. The agreement "must be consonant with public policy."

Separately, § 24L(c) says the Act does not make the rest of a contract void because one non-compete fails, and it does not stop a court from imposing a non-compete restriction "as a remedy for a breach of another agreement or a statutory or common law duty." That second clause matters for the choice between a non-compete and a narrower covenant.

Who cannot be bound

Section 24L(c) bars enforcement against four types of worker:

• An employee classified as nonexempt under the Fair Labor Standards Act.
• Undergraduate or graduate students in an internship or short-term employment, paid or unpaid, while enrolled in school.
• Employees terminated without cause or laid off.
• Employees age 18 or younger.

"Without cause" is the carve-out that trips up employers. The statute does not define cause. Define it in the agreement and keep the definition tight, so a layoff or a termination for performance does not unwind the covenant. Classification matters too. An employee who is nonexempt under the FLSA cannot be bound, so a misclassification can take a non-compete down with it.

Separate statutes void restrictions for physicians (c. 112 § 12X), nurses (c. 112 § 74D), psychologists (c. 112 § 129B), social workers (c. 112 § 135C) and the broadcasting industry (c. 149 § 186). The Mass.gov law library page lists these, and adds lawyers under Mass. R. Prof. C. 5.6. These operate on their own, outside the eight requirements.

Garden leave in practice

Under § 24L(b)(vii), a garden leave clause must do two things. It must "provide for the payment, consistent with the requirements for the payment of wages under section 148," pro rata during the entire 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." And, except for the employee's breach, it must "not permit an employer to unilaterally discontinue or otherwise fail or refuse to make the payments."

On a $300,000 base and a 12-month restriction, the floor is $150,000. The statute says "base salary," and we found no court that has decided how commissions or guaranteed bonuses count, so check how your payroll records base pay.

Two details from the definitions. A garden leave clause "shall become effective upon termination of employment unless the restriction upon post-employment activities [is] waived by the employer." And if the restriction is extended past 12 months because of the employee's breach, the employer "shall not be required to provide payments" during the extension.

On wage-law exposure: the statute ties payment to § 148 of the Wage Act. In Carroll v. Mitsubishi Chemical America (D. Mass. May 19, 2022) (Boal, M.J.), as summarized by Seyfarth Shaw, the court dismissed a Wage Act claim after concluding the garden leave payments were not "wages." The court let her contract claims go forward, and it did not decide whether the Act applied to her negotiated agreement. We read the Seyfarth summary and Russell Beck's account, which quotes the court's reasoning, not the order itself.

How Misiaszek read a "provided that" clause

Misiaszek v. Korn Ferry, No. 2584CV01766 (Mass. Super. Ct., Suffolk, 2025) (Squires-Lee, J.), involved a six-month restriction that bound the employee "provided that Korn Ferry continues to pay you your then existing base salary." The employee argued this let the employer stop paying. The judge read "provided" to mean "on condition that" and held "should Korn Ferry cease paying Misiaszek today, she would be free to work for a Competitor." On that reading the clause did not violate the garden leave rules, and the judge denied a preliminary injunction against enforcement. The court also found a legitimate interest in the employer's confidential information and cited § 24L(d) on reformation.

Misiaszek is a preliminary-injunction ruling from one Superior Court judge. It shows how one judge read a conditional payment clause, and it does not settle how the bar on unilateral discontinuance in § 24L(b)(vii)(ii) applies to other wording.

Consideration: what courts have said

The statute allows "other mutually-agreed upon consideration" in place of garden leave, as long as it is "specified in the noncompetition agreement." Few decisions address it.

• KPM Analytics North America Corp. v. Blue Sun Scientific, LLC, No. 4:21-cv-10572-TSH (D. Mass. July 15, 2021), dismissed a breach-of-contract claim after finding the agreement lacked an express counsel statement and lacked "a garden leave clause or another mutually agreed upon form of consideration." We read the court's entire discussion of the Act as quoted by Lawson & Weitzen, not the full order. The Misiaszek court later noted that KPM involved no garden leave provision at all.
• Cynosure, LLC v. Reveal Lasers LLC, No. 22-cv-11176-PBS (D. Mass. Nov. 9, 2022) (Saris, J.), held, in a preliminary-injunction ruling, that a grant of options on 500 shares, conditioned on signing the covenants and vesting over five years, satisfied both the mid-employment "fair and reasonable consideration" requirement and the "other mutually-agreed upon consideration" requirement. The same order declined to enforce a second covenant for lack of a counsel statement. We read this through Cooley's summary.
• Boyd v. Boston Beer Co., No. 25-cv-13618-GAO (D. Mass., filed Dec. 1, 2025), is a putative class action alleging that a $3,000 payment is not enough "other mutually-agreed upon consideration." According to a Shook Hardy summary, the question of whether the payment must be comparable to garden leave has not been substantively addressed by the courts. We found no ruling.

NuVasive, Inc. v. Day is sometimes cited on this point and does not support it. The D. Mass. court (May 29, 2019) found the agreement, signed January 6, 2018, predated the Act, applied Delaware law, and enforced only the non-solicitation clause. While rejecting a public-policy argument, it said the employee had not shown the agreement would violate the Act's requirements if the Act applied, and noted the agreement stated consideration separate from continued employment. The Act did not apply to it, so those remarks are not a holding. The First Circuit affirmed on choice of law alone.

Forfeiture clauses and the Miele decision

In Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025) (decided June 13, 2025), the employee's transition agreement said unpaid benefits would be forfeited, and paid benefits repaid, if she breached a non-solicitation covenant. The SJC answered the reported question this way: "a forfeiture clause triggered by a breach of a nonsolicitation agreement does not constitute a 'forfeiture for competition agreement' subject to the act."

Read that narrowly. The reasoning is that forfeiture for competition agreements are a subset of noncompetition agreements, and non-solicitation covenants are excluded from that category. The court said "every forfeiture for competition agreement falls within the act's definition of a noncompetition agreement." It did not hold that forfeiture clauses in general sit outside the Act, and it did not address whether the non-solicitation covenant itself is reasonable.

For drafting, that gives three rules. A forfeiture that applies because the employee competes is a non-compete under § 24L(a) and needs everything in § 24L(b). A forfeiture triggered only by breach of a non-solicitation covenant is outside the Act under Miele, and the covenant still has to be reasonable at common law. And a court can still impose a non-compete restriction as a remedy for another breach, under the last sentence of § 24L(c).

Automile, in what it actually decided

Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020), concerned a 2017 "anti-raiding" covenant, which barred a former executive and minority owner from soliciting or hiring his former company's employees. The SJC held the covenant was necessary to protect a legitimate business interest, observing that it was "more properly considered as arising from the sale of a business rather than from an employment agreement, and thus is to be more liberally construed." It then reversed the trial judge's one-year extension of the covenant, holding that extending a restriction beyond its terms was "not warranted without a finding that damages would be inadequate."

Automile was decided under common law. The Act appears only in footnote 15, which notes it applies to agreements on or after October 1, 2018, and by its terms excludes non-solicitation and sale-of-business agreements. The opinion does not establish rules for reforming non-competes under § 24L(d).

Choice of law, DraftKings and Oxford Global

Section 24L(e) says no choice-of-law clause that would avoid the 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." An engineer who works for a Massachusetts employer in Massachusetts for the 30 days before separation stays inside § 24L(e) after moving away.

DraftKings Inc. v. Hermalyn, 118 F.4th 416 (1st Cir. 2024), is a different question. A Massachusetts clause was enforced against an executive who "primarily worked for DraftKings from New Jersey and New York," traveled to Massachusetts at least 25 times in 2.5 years, was not shown to have done any DraftKings work from California, and joined a rival's California-based subsidiary. The First Circuit held California's interest was not "materially" greater than Massachusetts's. The opinion did not apply § 24L(e).

The result depends on the facts. In Oxford Global Resources, LLC v. Hernandez, 480 Mass. 462 (2018), the employee lived and worked in California before and after the alleged breach, and, as the First Circuit described it in DraftKings, the SJC found California's interest materially greater. Do not read DraftKings as a general rule that a Massachusetts clause follows an employee anywhere. For other states' rules, see the choice-of-law breakdown, California's Section 16600, Florida, Texas and New York.

Venue

Section 24L(f) requires civil actions on covered agreements to "be brought in the county where the employee resides or, if mutually agreed upon by the employer and employee, in Suffolk county." In Suffolk County, the superior court or its business litigation session has exclusive jurisdiction. The statute does not say how federal courts treat this provision, and we did not research it. DraftKings and Cynosure were both decided in D. Mass.

Anaplan: who signs for the employer

Anaplan Parent, LP v. Brennan, No. 2584CV02350 (Mass. Super. Ct., Suffolk, 2025) (Squires-Lee, J.), denied a restraining order and preliminary injunction on a non-compete signed by the parent company. According to Massachusetts Lawyers Weekly, the judge found no evidence the Legislature meant to include parent and grandparent companies as "employers." The SJC took the appeal (SJC-13917) from the Appeals Court on its own initiative, and Lawyers Weekly reported argument was set for September 9, 2026. According to Holland & Knight, whose September 17, 2026 note reported the court had heard argument, Anaplan argued the parent should qualify as an employer, and Brennan argued the actual employer did not sign.

The U.S. Chamber of Commerce and AIM filed an amicus brief on August 19, 2026, taking no position on the signature question but asking that any ruling against the parent's signature apply only to covenants executed after the decision (Chamber case page). As of October 6, 2026, we found no decision. Until the SJC rules, have the entity that actually employs the worker sign.

The FTC rule is gone

The FTC's 2024 Non-Compete Rule was set aside by a federal court in Texas on August 20, 2024 (Ryan, LLC v. FTC, as cited in DraftKings). On September 5, 2025, the FTC voted 3 to 1 to dismiss its appeals, and a final rule removing 16 CFR part 910 took effect February 12, 2026 (91 Fed. Reg. 6507). The Mass.gov law library page notes the FTC can still act case by case. State law, including § 24L, is what governs Massachusetts employees.

Non-compete or narrower covenant

A narrower covenant is often the first thing to consider, and the statute shapes the choice. Non-solicitation and confidentiality covenants fall outside § 24L, but § 24L(b)(iii) presumes a non-compete may be necessary where those covenants cannot adequately protect the interest. In Misiaszek the judge found that a non-solicit and non-disclosure provision could not protect the confidential business information at issue. Because a court can impose a non-compete as a remedy for breach of another covenant (§ 24L(c)), relying only on a narrow covenant does not close off that outcome either. Where a non-compete is genuinely needed, draft it to § 24L(b) and put the consideration in writing.

Drafting checklist

Run a non-compete signed on or after October 1, 2018 through these checks. Any "no" or "unsure" means the document stays on your desk.

1. Signed writing. Signed by the employer entity that actually employs the worker and by the employee, with a counsel statement on its face (§ 24L(b)(i), (ii)).
2. Timing. New hire: provided by the earlier of a formal offer or 10 business days before the start date. Mid-employment: 10 business days' notice before it takes effect, plus consideration independent of continued employment (§ 24L(b)(i), (ii)).
3. Protectable interest. No broader than necessary to protect trade secrets, confidential information or goodwill (§ 24L(b)(iii)).
4. Duration. 12 months or less from the end of employment. Up to 2 years only where the employee breached a fiduciary duty or unlawfully took employer property (§ 24L(b)(iv)).
5. Geography. Limited to places where the employee provided services or had a material presence or influence in the last two years, which the statute presumes reasonable (§ 24L(b)(v)).
6. Activities. Limited to the types of services the employee provided in the last two years, which the statute presumes reasonable (§ 24L(b)(vi)).
7. Garden leave or other consideration. Either at least 50% of highest annualized base salary from the prior two years, paid pro rata through the whole period with no unilateral stop, or other consideration named in the agreement (§ 24L(b)(vii)).
8. Public policy and occupational bars. Check the occupational statutes above (§ 24L(b)(viii)).
9. Excluded workers. Confirm the employee is not FLSA nonexempt, a student in an internship or short-term job, age 18 or younger, or terminated without cause or laid off (§ 24L(c)).
10. Severability. Include a severability clause. The Act does not void the rest of the contract (§ 24L(c)), and a court may reform in its discretion (§ 24L(d)), but do not rely on reformation.

FAQ

Are non-competes enforceable in Massachusetts? Yes, if they meet the minimum requirements in § 24L(b) for agreements signed on or after October 1, 2018. The agreement must be a signed writing with a counsel statement, given with the required notice, no broader than necessary to protect trade secrets, confidential information or goodwill, limited to 12 months (or 2 years in two breach situations), reasonable in geography and activities, supported by garden leave or specified other consideration, and consistent with public policy. A court may reform an agreement that falls short, in its discretion (§ 24L(d)).

What is the Massachusetts Noncompetition Agreement Act? It is the 2018 statute, Mass. Gen. Laws ch. 149 § 24L, that sets minimum requirements for employee non-competes. It applies to covered agreements entered into on or after October 1, 2018. Older agreements, and covenants the Act excludes such as non-solicits, are still judged under common law.

What is the 50% garden leave rule? A garden leave clause must pay at least 50 percent of the employee's highest annualized base salary from the two years before termination, pro rata over the entire restricted period, consistent with the Wage Act's payment requirements, and the employer cannot stop paying except on the employee's breach. A 12-month restriction on someone with a $300,000 base costs at least $150,000. An employer can instead rely on "other mutually-agreed upon consideration" specified in the agreement, though courts have said little about how much is enough.

How long can a non-compete last in Massachusetts? No more than 12 months from the date employment ends. If the employee breached a fiduciary duty or unlawfully took employer property, the limit is two years from that date.

Who cannot be bound by a non-compete in Massachusetts? Under § 24L(c): employees classified as nonexempt under the FLSA, students in internships or short-term employment while enrolled in school, employees terminated without cause or laid off, and employees age 18 or younger. Other statutes separately bar them for physicians, nurses, psychologists, social workers and broadcasting employees.

Does an employee have to get advance notice? Yes. For a new hire, the agreement must be provided by the earlier of a formal offer or 10 business days before employment starts. For an agreement signed mid-employment, notice must come at least 10 business days before it takes effect. Either way the agreement must state the employee's right to consult counsel before signing.

Is "continued employment" enough consideration? For a mid-employment agreement, no: § 24L(b)(ii) requires consideration "independent from the continuation of employment." For a new-hire agreement, § 24L(b)(vii) requires garden leave or other mutually-agreed consideration specified in the agreement. One federal court dismissed a claim on an agreement with neither (KPM), and the question of how much other consideration is enough is open. Name specific consideration in the document.

Can a Massachusetts employer use a choice-of-law clause to avoid § 24L? Not for an employee who was a Massachusetts resident or employed in Massachusetts for the 30 days before separation (§ 24L(e)). A separate question is whether a Massachusetts clause can be enforced against an employee who worked elsewhere. DraftKings v. Hermalyn (1st Cir. 2024) enforced one on its facts, and Oxford Global v. Hernandez (Mass. 2018) did not.

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Arshita Anand

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