open-agreements 0.7.6 → 0.7.7

package/skills/non-compete-contract-explainer/content/maryland.md

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+---
+jurisdiction: "Maryland"
+slug: maryland
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/maryland
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/maryland · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Maryland[^about]
+
+Maryland enforces non-competes only when the restraint is reasonable under common law, and a statute voids them outright for low-wage, veterinary, and many health care workers.
+
+
+## At a glance
+
+| Question | Maryland |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Maryland enforces an ordinary employee non-compete only if it is reasonable under the Becker common-law test, but a statute voids covenants outright for low-wage, veterinary, and many health care workers. |
+| **Main law or case** | Becker v. Bailey, 268 Md. 93 (1973); Md. Code, Lab. & Empl. § 3-716 |
+| **Main exceptions** | Low-wage ban (≤150% min wage); veterinary ban; health-care ≤$350k ban; high-earner clinician cap (1 yr/10 mi); client/patient-list carve-out |
+| **Can a court narrow it?** | Only strikes wording |
+| **Applies to contractors?** | Unclear |
+| **Restriction extended during a breach?** | Unsettled |
+| **Maximum length set by law** | No fixed cap for ordinary employees; 1 year for covered health-care |
+
+## Are employee non-compete agreements enforceable in Maryland? {#employee-noncompetes}
+
+**Short answer.** Yes, sometimes. Maryland is a reasonableness state, not a general ban state, so an ordinary employee non-compete is enforceable only if the employer has a legally protected interest, the restraint is no wider in scope and duration than reasonably necessary, it does not impose undue hardship on the employee, and it does not violate public policy [^seneca-four-part-test][^becker-general-rule].
+
+The common-law test traces to *Becker v. Bailey* and is restated in modern federal decisions applying Maryland law. In practice the recurring questions are protectable interest, scope and duration, hardship on the employee, and the public interest [^seneca-four-part-test][^becker-general-rule].
+
+Maryland layers a statute on top of that common-law test. Labor and Employment § 3-716 makes a covenant null and void for whole categories of workers — low-wage employees, veterinary professionals, and many health care workers — before ordinary reasonableness balancing ever applies [^statute-3716-null-void].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not treat Maryland as a pure reasonableness state or as a total-ban state. Start with the worker's wage and occupation, apply § 3-716 if the worker is covered, and only then run the common-law reasonableness test on any covenant that survives [^statute-3716-null-void][^seneca-four-part-test].
+
+## Which Maryland workers are automatically protected from non-competes? {#statutory-voids}
+
+**Short answer.** Section 3-716 voids non-competes outright for employees who earn 150% or less of the State minimum wage, for veterinary practitioners and technicians, and for many licensed health care workers who provide direct patient care and earn $350,000 or less [^statute-150-threshold][^statute-vet-ban][^statute-healthcare-void].
+
+The wage line is keyed to the State minimum wage in § 3-413, which has been $15.00 per hour since January 1, 2024, so the covered ceiling is $22.50 per hour [^statute-minimum-wage]. A covenant against any employee at or below that 150% line is void [^statute-150-threshold].
+
+The 2024 amendment in House Bill 1388 added two occupation-based bans. The veterinary ban applies retroactively to agreements entered into on or before its effective date [^hb1388-vet-retroactive]. The statute also voids covenants for licensed health-occupations employees who provide direct patient care and earn $350,000 or less, and that health care expansion applies only to agreements executed on or after July 1, 2025 [^statute-healthcare-void][^hb1388-health-prospective].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not rely on a § 3-716 covenant for a low-wage, veterinary, or covered health care worker. For those workers the covenant is void by statute, so the employer's protection has to come from confidentiality terms and trade-secret law, not from the non-compete [^statute-150-threshold][^statute-healthcare-void].
+
+## How are non-competes capped for high-earning Maryland health care workers? {#healthcare-high-earners}
+
+**Short answer.** For a direct-patient-care health care employee who earns more than $350,000, a covenant is not void but is capped: it cannot run longer than one year or reach more than ten miles from the primary place of employment [^statute-highearner-bucket][^statute-cap-duration][^statute-cap-geography].
+
+The statute draws a line at $350,000 in total annual compensation. At or below that figure the covenant is void; above it, the high-earner bucket applies and the employer may use a covenant only within the statutory one-year and ten-mile limits [^statute-highearner-bucket][^statute-cap-duration][^statute-cap-geography].
+
+Staying inside the cap is necessary, not sufficient. Section 3-716(b) sets outer limits; it does not guarantee enforceability, so a covenant within the cap still has to satisfy the ordinary common-law reasonableness test [^becker-highearner-reasonableness].
+
+There is also a patient-notice duty. On a patient's request, the employer must tell the patient where the departing clinician will be practicing [^statute-patient-notice].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a longer term or wider radius into a Maryland high-earner clinician covenant. Anything beyond one year or ten miles from the primary practice site exceeds the statutory cap, and pair the covenant with the required patient-notice process [^statute-cap-duration][^statute-patient-notice].
+
+## What legitimate business interests can support a Maryland non-compete? {#protectable-interests}
+
+**Short answer.** Maryland enforces a covenant only to protect genuine interests such as unique services, trade secrets, customer routes or lists, and customer goodwill — not to prevent ordinary competition [^becker-protectable-interests][^fowler-no-broader-than-necessary].
+
+*Becker* describes the categories Maryland courts recognize: covenants are enforced against employees who provide unique services, or to prevent misuse of trade secrets, routes, or client lists, or solicitation of customers [^becker-protectable-interests]. Even when a legitimate interest exists, the restraint can be no broader than necessary to protect it [^fowler-no-broader-than-necessary].
+
+Section 3-716 reinforces that focus. Section 3-716(a)'s void rule carves out provisions aimed at the taking or use of a client or patient list or other proprietary client information — signaling that protecting customer data is treated differently from blocking competition outright [^statute-client-list-carveout].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not use a Maryland non-compete to block ordinary competition unconnected to a protectable interest. Tie the restraint to specific unique services, trade secrets, customer lists, or goodwill, and handle confidential-information protection through separate confidentiality and trade-secret terms [^becker-protectable-interests][^statute-client-list-carveout].
+
+## What duration and geographic scope are reasonable for a Maryland non-compete? {#duration-geography}
+
+**Short answer.** Outside the § 3-716 categories there is no fixed cap for ordinary employees. Maryland courts judge time and territory case by case, asking whether the restraint is reasonable on the specific facts [^ruhl-no-yardstick][^seneca-overbroad].
+
+*Ruhl* makes the fact-specific nature explicit: there is no arbitrary yardstick for what protection is reasonably necessary, no fixed measure of undue hardship, and no precise scale for the public interest [^ruhl-no-yardstick]. A covenant is overbroad when it exceeds what is reasonably necessary to protect the employer's interest [^seneca-overbroad].
+
+Scope of the prohibited activity matters as much as miles and months. In *Medispec*, a federal court applying Maryland law held a covenant unenforceable on its face because it barred the former employee from working in essentially any capacity, far beyond his prior sales role [^medispec-facially-overbroad].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not copy a duration or radius from another Maryland form without matching the worker's role and customer exposure. A broad activity ban that sweeps in work unrelated to the employee's actual job is the kind of facial overbreadth that sinks a Maryland covenant [^medispec-facially-overbroad][^seneca-overbroad].
+
+## Is continued at-will employment enough consideration for a Maryland non-compete? {#continued-employment-consideration}
+
+**Short answer.** Yes. Maryland treats an employer's agreement to continue an at-will employee as sufficient consideration for a covenant signed after employment begins [^simko-mutuality][^simko-minority-view].
+
+*Simko* is the anchor. The court reasoned that because the at-will relationship is mutual, the employer's promise not to terminate in exchange for the covenant is just as good as the employee's promise to keep working [^simko-mutuality]. The court treated the contrary view — that continued at-will employment is not consideration — as the distinct minority position [^simko-minority-view].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume a bare recital cures a consideration problem. Maryland accepts continued employment as consideration, but the record is cleaner when the agreement and the surrounding documents show that signing was connected to the employee's continued employment [^simko-mutuality].
+
+## Will a Maryland court blue-pencil or rewrite an overbroad non-compete? {#court-narrowing}
+
+**Short answer.** Maryland courts blue-pencil rather than rewrite. A court may strike an offending, severable portion of a covenant and enforce what remains, but if the unreasonable language is not severable the whole covenant fails — and employers cannot count on a court redrafting an indivisible overbroad term into a new, enforceable one [^holloway-blue-pencil][^holloway-mechanical-rule].
+
+*Holloway* describes the typical Maryland response to an invalid portion of a covenant: blue-pencil the violative words and, if what is excised is severable, enforce the rest; otherwise the entire agreement is void [^holloway-blue-pencil]. The traditional, strict version of that rule is mechanical — a court strikes words and enforces what is left only if the remainder still stands as a complete, valid contract [^holloway-mechanical-rule]. Maryland's focus is therefore on severability: the *Holloway* litigation, affirmed in part by the Maryland Supreme Court, turned on whether the covenant could be severed (there, on a client-by-client basis) rather than on a court rewriting the bargain.
+
+*Hebb v. Stump, Harvey & Cook* shows the partial-enforcement side in practice. Where an overbroad restriction is not so interwoven as to be logically inseparable from the rest of the contract, a Maryland court will sever it and enforce the lawful remainder when partial enforcement works no injury to the public and no injustice to the parties [^hebb-severable-partial-enforcement].
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Draft severable, tiered restrictions rather than relying on a savings clause that asks a court to invent a narrower Maryland radius or duration. Whether a court applies a strict blue pencil or a more granular severance, an indivisible overbroad term gives it nothing to enforce [^holloway-blue-pencil][^holloway-mechanical-rule].
+
+## How does the Maryland Uniform Trade Secrets Act protect employers when a covenant is void? {#trade-secrets-mutsa}
+
+**Short answer.** The Maryland Uniform Trade Secrets Act gives employers a separate remedy that does not depend on a non-compete. It defines what counts as a trade secret, authorizes injunctions against misappropriation, and allows damages including exemplary damages for willful, malicious conduct [^mutsa-trade-secret-definition][^mutsa-injunction][^mutsa-exemplary-damages].
+
+A trade secret is information that derives independent economic value from not being generally known and is the subject of reasonable secrecy efforts [^mutsa-trade-secret-definition]. Actual or threatened misappropriation may be enjoined, and for willful and malicious misappropriation a court may award exemplary damages of up to twice the damages awarded under the statute's compensatory-damages provision [^mutsa-injunction][^mutsa-exemplary-damages].
+
+Trade-secret remedies can also outrun a contract's damages cap. In *Ingram v. Cantwell-Cleary*, the court declined to enforce a non-compete's liquidated-damages provisions because they did not bar a separate recovery for trade-secret misappropriation, and it upheld findings that customer lists and pricing data were misappropriated trade secrets [^ingram-liquidated-not-bar][^ingram-trade-secret-finding].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Where § 3-716 voids the covenant, build the protection plan around confidentiality and the trade-secret statute instead. Identify the actual trade secrets, document reasonable secrecy measures, and preserve the statutory injunction and damages remedies that do not depend on an enforceable non-compete [^mutsa-trade-secret-definition][^mutsa-injunction].
+
+## Does a Maryland non-compete toll or extend during breach or litigation? {#tolling-extension}
+
+**Short answer.** This is an open Maryland question. No staged Maryland statute or appellate decision squarely endorses automatic judicial tolling or enforcement of an extension-on-breach clause after the stated restricted period expires [^ruhl-reasonableness-backdrop][^becker-reasonableness-backdrop].
+
+Maryland law on pausing the clock during a violation, or extending a covenant for the length of litigation, is unsettled. The safest reading is that any such extension still has to satisfy the same reasonableness test that governs the covenant itself [^ruhl-reasonableness-backdrop]. If an extension-on-breach clause turns a fixed one-year restraint into an open-ended one, a court could find it unreasonable on the facts [^becker-reasonableness-backdrop].
+
+> [!NOTE]
+> **Practice note.**
+>
+> Open question: Maryland authority does not settle whether an extension-on-breach or tolling clause is enforceable after the original period expires. Draft any tolling clause as a separate, reasonable restraint tied to the duration of the breach, and do not assume a Maryland court will automatically extend an expired covenant [^ruhl-reasonableness-backdrop][^becker-reasonableness-backdrop].
+
+## Did the FTC's federal non-compete rule change Maryland non-compete law? {#federal-ftc-overlay}
+
+**Short answer.** No. A federal court set aside the FTC's 2024 nationwide Non-Compete Rule, so Maryland non-competes remain governed by Maryland's statute, Maryland common law, and the state's trade-secret act [^ryan-rule-set-aside].
+
+In *Ryan LLC v. FTC*, the court held the rule unlawful and set it aside, stating that the rule would not be enforced or take effect on its September 4, 2024 effective date [^ryan-rule-set-aside]. That removes the FTC rule as a nationwide overlay but does not make every Maryland covenant enforceable — § 3-716 and Maryland common law still control.
+
+"The Rule shall not be enforced or otherwise take effect on its effective date of September 4, 2024, or thereafter."[^ryan-rule-set-aside]
+
+## What recent Maryland non-compete changes should employers watch? {#recent-amendments}
+
+**Short answer.** The most recent enacted change is House Bill 1016 (2026), now Chapter 301. It is enacted but not yet effective: beginning October 1, 2026, it extends § 3-716's void rule to a new, narrow category — employees of a licensed architect whose employer, after employing more than 30 workers based mainly in Maryland, relocates the majority of that workforce out of state or no longer has its principal place of business in Maryland [^hb1016-architect-out-of-state].
+
+This is the fourth wave of § 3-716 amendments, after the 2019 low-wage ban, the 2023 amendment altering the application of the prohibition (Senate Bill 591, Chapter 266, effective October 1, 2023 — the change that keyed the low-wage threshold to the State minimum wage), and the 2024 veterinary and health care expansion [^sb591-2023-threshold]. Mechanically, the new law inserts the architect category as a new § 3-716(a)(1)(i)3 and renumbers the existing veterinary category to (a)(1)(i)4, effective October 1, 2026 — so the subsection numbers used throughout this note reflect the statute as it reads before that date. The provision is narrow and prospective: it applies only to agreements executed on or after the effective date [^hb1016-architect-out-of-state].
+
+A broader 2025 effort to clarify that § 3-716 reaches only post-separation restrictions died in committee, so the active-employment reach of the statute's conflict-of-interest language remains unsettled.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Treat the § 3-716 categories as a moving target. Re-check the worker's wage band and occupation against the current statute each session, and remember the architect provision is enacted but does not begin until agreements executed on or after October 1, 2026 [^hb1016-architect-out-of-state].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Maryland. This article synthesizes Maryland primary law and is not legal advice from a Maryland-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^seneca-four-part-test]: **Seneca One Finance, Inc. v. Bloshuk** — "In Maryland, a restrictive employment covenant will only be enforced if it meets four requirements: ‘(1) the employer must have a legally protected interest, (2) the restrictive covenant must be no wider in scope and duration than is reasonably necessary to protect the employer’s interest, (3) the covenant cannot impose an undue hardship on the employee, and (4) the covenant cannot violate public policy.’" *Seneca One Fin., Inc. v. Bloshuk, 214 F. Supp. 3d 457 (D. Md. 2016).* <https://www.courtlistener.com/opinion/7322313/seneca-one-finance-inc-v-bloshuk/#:~:text=In%20Maryland%2C%20a%20restrictive%20employment,covenant%20cannot%20violate%20public%20policy.%E2%80%9D>
+
+[^becker-general-rule]: **Becker v. Bailey** — "The general rule in Maryland is that if a restrictive covenant in an employment contract is supported by adequate consideration and is ancillary to the employment contract, an employee’s agreement not to compete with his employer upon leaving the employment will be upheld ‘if the restraint is confined within limits which are no wider as to area and duration than are reasonably necessary for the protection of the business of the employer and do not impose undue hardship on the employee or disregard the interests of the public.’" *Becker v. Bailey, 268 Md. 93 (1973).* <https://www.courtlistener.com/opinion/2322561/becker-v-bailey/#:~:text=The%20general%20rule%20in%20Maryland,the%20interests%20of%20the%20public.%E2%80%9D>
+
+[^statute-3716-null-void]: **Md. Code, Lab. & Empl. § 3-716** — "A noncompete or conflict of interest provision in an employment contract or a similar document or agreement that restricts the ability of an employee to enter into employment with a new employer or to become self–employed in the same or similar business or trade shall be null and void as being against the public policy of the State." *Md. Code, Lab. & Empl. § 3-716(a)(3).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-150-threshold]: **Md. Code, Lab. & Empl. § 3-716** — "an employee who earns equal to or less than 150% of the State minimum wage rate established under § 3–413 of this title" *Md. Code, Lab. & Empl. § 3-716(a)(1)(i)1.* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-vet-ban]: **Md. Code, Lab. & Empl. § 3-716** — "an employee licensed as a veterinary practitioner or veterinary technician under Title 2, Subtitle 3 of the Agriculture Article" *Md. Code, Lab. & Empl. § 3-716(a)(1)(i)3.* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-healthcare-void]: **Md. Code, Lab. & Empl. § 3-716** — "employment in a position for which the employee: A. is required to be licensed under the Health Occupations Article; B. is employed in a position that provides direct patient care; and C. earns equal to or less than $350,000 in total annual compensation" *Md. Code, Lab. & Empl. § 3-716(a)(1)(i)2.* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-minimum-wage]: **Md. Code, Lab. & Empl. § 3-413** — "the State minimum wage rate is: (i) for the 12–month period beginning January 1, 2023, $13.25 per hour; and (ii) beginning January 1, 2024, $15.00 per hour." *Md. Code, Lab. & Empl. § 3-413(c)(1).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-413>
+
+[^hb1388-vet-retroactive]: **2024 Md. Laws ch. 378 (H.B. 1388)** — "That this Act shall be construed to apply retroactively and shall be applied to and interpreted to affect an employment contract or a similar contract or agreement entered into on or before the effective date of this Act." *2024 Md. Laws ch. 378, § 2 (H.B. 1388).* <https://mgaleg.maryland.gov/2024rs/Chapters_noln/CH_378_hb1388e.pdf>
+
+[^hb1388-health-prospective]: **2024 Md. Laws ch. 378 (H.B. 1388)** — "That § 3–716(a)(1)(i)2 and (b) of the Labor and Employment Article, as enacted by Section 1 of this Act, shall be construed to apply only to employment contracts or similar documents or agreements for employment executed on or after July 1, 2025." *2024 Md. Laws ch. 378, § 3 (H.B. 1388).* <https://mgaleg.maryland.gov/2024rs/Chapters_noln/CH_378_hb1388e.pdf>
+
+[^statute-highearner-bucket]: **Md. Code, Lab. & Empl. § 3-716** — "This subsection applies only to an employment contract or similar document or agreement concerning employment in a position for which the employee: (i) is required to be licensed under the Health Occupations Article; (ii) is employed in a position that provides direct patient care; and (iii) earns more than $350,000 in total annual compensation." *Md. Code, Lab. & Empl. § 3-716(b)(1).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-cap-duration]: **Md. Code, Lab. & Empl. § 3-716** — "The period for which a noncompete or conflict of interest provision in an employment contract or similar document or agreement is in effect may not exceed 1 year from the last day of employment." *Md. Code, Lab. & Empl. § 3-716(b)(2)(i).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^statute-cap-geography]: **Md. Code, Lab. & Empl. § 3-716** — "The geographical restriction in a noncompete or conflict of interest provision in an employment contract or similar document or agreement may not exceed 10 miles from the primary place of employment." *Md. Code, Lab. & Empl. § 3-716(b)(2)(ii).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^becker-highearner-reasonableness]: **Becker v. Bailey** — "The general rule in Maryland is that if a restrictive covenant in an employment contract is supported by adequate consideration and is ancillary to the employment contract, an employee’s agreement not to compete with his employer upon leaving the employment will be upheld ‘if the restraint is confined within limits which are no wider as to area and duration than are reasonably necessary for the protection of the business of the employer and do not impose undue hardship on the employee or disregard the interests of the public.’" *Becker v. Bailey, 268 Md. 93 (1973).* <https://www.courtlistener.com/opinion/2322561/becker-v-bailey/#:~:text=The%20general%20rule%20in%20Maryland,the%20interests%20of%20the%20public.%E2%80%9D>
+
+[^statute-patient-notice]: **Md. Code, Lab. & Empl. § 3-716** — "On request of a patient, an employer of an employee described in paragraph (1) of this subsection shall provide notice to a patient of the new location where a former employee will be practicing." *Md. Code, Lab. & Empl. § 3-716(b)(3).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^becker-protectable-interests]: **Becker v. Bailey** — "These decisions demonstrate that Maryland follows the general rule that restrictive covenants may be applied and enforced only against those employees who provide unique services, or to prevent the future misuse of trade secrets, routes or lists of clients, or solicitation of customers." *Becker v. Bailey, 268 Md. 93 (1973).* <https://www.courtlistener.com/opinion/2322561/becker-v-bailey/#:~:text=These%20decisions%20demonstrate%20that%20Maryland,clients%2C%20or%20solicitation%20of%20customers.>
+
+[^fowler-no-broader-than-necessary]: **Fowler v. Printers II, Inc.** — "Of course, even a restrictive covenant that serves an employer’s ‘legitimate interest’ can be no broader, or more restrictive, than necessary to effectuate that interest." *Fowler v. Printers II, Inc., 89 Md. App. 448 (1991).* <https://www.courtlistener.com/opinion/1930228/fowler-v-printers-ii-inc/#:~:text=Of%20course%2C%20even%20a%20restrictive,necessary%20to%20effectuate%20that%20interest.>
+
+[^statute-client-list-carveout]: **Md. Code, Lab. & Empl. § 3-716** — "This subsection does not apply to an employment contract or a similar document or agreement with respect to the taking or use of a client or patient list or other proprietary client–related or patient–related information." *Md. Code, Lab. & Empl. § 3-716(a)(2).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gle&section=3-716>
+
+[^ruhl-no-yardstick]: **Ruhl v. F. A. Bartlett Tree Expert Co.** — "There is no arbitrary yardstick as to what protection of the business of the employer is reasonably necessary, no categorical measurement of what constitutes undue hardship on the employee, no precise scales to weigh the interest of the public." *Ruhl v. F. A. Bartlett Tree Expert Co., 245 Md. 118 (1967).* <https://www.courtlistener.com/opinion/2292892/ruhl-v-f-a-bartlett-tree-expert-co/#:~:text=There%20is%20no%20arbitrary%20yardstick,the%20interest%20of%20the%20public.>
+
+[^seneca-overbroad]: **Seneca One Finance, Inc. v. Bloshuk** — "A restrictive covenant is overbroad if it exceeds the limits of what is reasonably necessary to protect the employer’s legally protected interest." *Seneca One Fin., Inc. v. Bloshuk, 214 F. Supp. 3d 457 (D. Md. 2016).* <https://www.courtlistener.com/opinion/7322313/seneca-one-finance-inc-v-bloshuk/#:~:text=A%20restrictive%20covenant%20is%20overbroad,the%20employer%E2%80%99s%20legally%20protected%20interest.>
+
+[^medispec-facially-overbroad]: **Medispec, Ltd. v. Chouinard** — "Here, an examination of the particular facts is not necessary because the clause is overly broad on its face." *Medispec, Ltd. v. Chouinard, 133 F. Supp. 3d 771 (D. Md. 2015).* <https://www.courtlistener.com/opinion/7315898/medispec-ltd-v-chouinard/#:~:text=Here%2C%20an%20examination%20of%20the,overly%20broad%20on%20its%20face.>
+
+[^simko-mutuality]: **Simko, Inc. v. Graymar Co.** — "Given the inherent mutuality, we see no basis for distinguishing the employee’s consent to continue from the flip side of the coin — the employer’s consent not to terminate." *Simko, Inc. v. Graymar Co., 55 Md. App. 561 (1983).* <https://www.courtlistener.com/opinion/1983736/simko-inc-v-graymar-co/#:~:text=Given%20the%20inherent%20mutuality%2C%20we,employer%E2%80%99s%20consent%20not%20to%20terminate.>
+
+[^simko-minority-view]: **Simko, Inc. v. Graymar Co.** — "the viewpoint which holds that continuation of an at-will employee is not sufficient consideration for a covenant not to compete represents the distinct minority." *Simko, Inc. v. Graymar Co., 55 Md. App. 561 (1983).* <https://www.courtlistener.com/opinion/1983736/simko-inc-v-graymar-co/#:~:text=the%20viewpoint%20which%20holds%20that,compete%20represents%20the%20distinct%20minority.>
+
+[^holloway-blue-pencil]: **Holloway v. Faw, Casson & Co.** — "The typical response in the reported appellate decisions in this State, in which the Courts have ruled a portion of an employee noncompetition agreement invalid, has been to ‘blue pencil’ (cross out) the violative portions of the agreement and, if the excised portions of the agreement are severable, to permit the agreement to stand minus the unenforceable wording; otherwise the entire agreement is void." *Holloway v. Faw, Casson & Co., 78 Md. App. 205 (1989), aff'd in part & rev'd in part, 319 Md. 324 (1990).* <https://www.courtlistener.com/opinion/1991703/holloway-v-faw-casson-co/#:~:text=The%20typical%20response%20in%20the,the%20entire%20agreement%20is%20void.>
+
+[^holloway-mechanical-rule]: **Holloway v. Faw, Casson & Co.** — "By this rule, the divisibility of a promise in excessive restraint of trade is determined by purely mechanical means: if the promise is so worded that the excessive restraint can be eliminated by crossing out a few of the words with a ‘blue pencil,’ while at the same time the remaining words constitute a complete and valid contract, the contract as thus ‘blue penciled’ will be enforced." *Holloway v. Faw, Casson & Co., 78 Md. App. 205 (1989), aff'd in part & rev'd in part, 319 Md. 324 (1990).* <https://www.courtlistener.com/opinion/1991703/holloway-v-faw-casson-co/#:~:text=By%20this%20rule%2C%20the%20divisibility,%E2%80%9Cblue%20penciled%E2%80%9D%20will%20be%20enforced.>
+
+[^hebb-severable-partial-enforcement]: **Hebb v. Stump, Harvey & Cook, Inc.** — "In the instant case the partial enforcement of the restrictions works no injury to the public and creates no injustice to the parties, thus the restrictions are severable and thus partially enforceable." *Hebb v. Stump, Harvey & Cook, Inc., 25 Md. App. 478 (1975).* <https://www.courtlistener.com/opinion/2195970/hebb-v-stump-harvey-cook-inc/#:~:text=In%20the%20instant%20case%20the,severable%20and%20thus%20partially%20enforceable.>
+
+[^mutsa-trade-secret-definition]: **Md. Code, Com. Law § 11-1201** — "‘Trade secret’ means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." *Md. Code, Com. Law § 11-1201(e).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gcl&section=11-1201>
+
+[^mutsa-injunction]: **Md. Code, Com. Law § 11-1202** — "Actual or threatened misappropriation may be enjoined." *Md. Code, Com. Law § 11-1202(a).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gcl&section=11-1202>
+
+[^mutsa-exemplary-damages]: **Md. Code, Com. Law § 11-1203** — "If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (a) of this section." *Md. Code, Com. Law § 11-1203(d).* <https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gcl&section=11-1203>
+
+[^ingram-liquidated-not-bar]: **Ingram v. Cantwell-Cleary Co.** — "We hold that the court did not err in declining to enforce the liquidated damages provisions contained in Appellants’ Non-Compete Agreements because they did not bar Cantwell-Cleary from recovering damages under its separate claims for misappropriation" *Ingram v. Cantwell-Cleary Co., 259 Md. App. 102 (2023).* <https://www.courtlistener.com/opinion/9454756/ingram-v-cantwell-cleary-co/#:~:text=We%20hold%20that%20the%20court,its%20separate%20claims%20for%20misappropriation>
+
+[^ingram-trade-secret-finding]: **Ingram v. Cantwell-Cleary Co.** — "We also hold that the court did not err in finding that Cantwell-Cleary’s confidential customer lists and pricing information constituted trade secrets and that Appellants had misappropriated that information." *Ingram v. Cantwell-Cleary Co., 259 Md. App. 102 (2023).* <https://www.courtlistener.com/opinion/9454756/ingram-v-cantwell-cleary-co/#:~:text=We%20also%20hold%20that%20the,Appellants%20had%20misappropriated%20that%20information.>
+
+[^ruhl-reasonableness-backdrop]: **Ruhl v. F. A. Bartlett Tree Expert Co.** — "Covenants of this nature are in restraint of trade; the test is whether the particular restraint is reasonable on the specific facts." *Ruhl v. F. A. Bartlett Tree Expert Co., 245 Md. 118 (1967).* <https://www.courtlistener.com/opinion/2292892/ruhl-v-f-a-bartlett-tree-expert-co/#:~:text=Covenants%20of%20this%20nature%20are,reasonable%20on%20the%20specific%20facts.>
+
+[^becker-reasonableness-backdrop]: **Becker v. Bailey** — "The general rule in Maryland is that if a restrictive covenant in an employment contract is supported by adequate consideration and is ancillary to the employment contract, an employee’s agreement not to compete with his employer upon leaving the employment will be upheld ‘if the restraint is confined within limits which are no wider as to area and duration than are reasonably necessary for the protection of the business of the employer and do not impose undue hardship on the employee or disregard the interests of the public.’" *Becker v. Bailey, 268 Md. 93 (1973).* <https://www.courtlistener.com/opinion/2322561/becker-v-bailey/#:~:text=The%20general%20rule%20in%20Maryland,the%20interests%20of%20the%20public.%E2%80%9D>
+
+[^ryan-rule-set-aside]: **Ryan LLC v. Federal Trade Commission** — "The Rule shall not be enforced or otherwise take effect on its effective date of September 4, 2024, or thereafter." *Ryan LLC v. Fed. Trade Comm'n, 746 F. Supp. 3d 369 (N.D. Tex. 2024).* <https://www.courtlistener.com/opinion/10205745/ryan-llc-v-federal-trade-commission/#:~:text=The%20Rule%20shall%20not%20be%20enforced%20or%20otherwise%20take%20effect%20on%20its%20effective%20date%20of%20September%204%2C%202024%2C%20or%20thereafter.>
+
+[^hb1016-architect-out-of-state]: **2026 Md. Laws ch. 301 (H.B. 1016)** — "That § 3–716(a)(1)(i)3 of the Labor and Employment Article, as enacted by Section 1 of this Act, shall be construed to apply only to employment contracts or similar documents or agreements for employment executed on or after the effective date of this Act." *2026 Md. Laws ch. 301, § 2 (H.B. 1016).* <https://mgaleg.maryland.gov/2026rs/Chapters_noln/CH_301_hb1016e.pdf>
+
+[^sb591-2023-threshold]: **2023 Md. Laws ch. 266 (S.B. 591)** — "FOR the purpose of altering the application of the prohibition on including a noncompete or conflict of interest provision in an employment contract or similar document or agreement" *2023 Md. Laws ch. 266 (S.B. 591).* <https://mgaleg.maryland.gov/2023rs/Chapters_noln/CH_266_sb0591t.pdf>

package/skills/non-compete-contract-explainer/content/massachusetts.md

@@ -0,0 +1,272 @@
+---
+jurisdiction: "Massachusetts"
+slug: massachusetts
+countryCode: US
+snapshotAsOf: "2026-06-08"
+lastReviewed: "2026-06-03"
+canonicalUrl: https://openagreements.org/legal/non-compete/massachusetts
+license: CC BY 4.0
+stale: false
+---
+
+> [!IMPORTANT]
+> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
+> provided for general information. It is not legal advice, does not create an attorney-client
+> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
+> Laws change; verify against the canonical version before relying on it.
+>
+> **Canonical:** https://openagreements.org/legal/non-compete/massachusetts · **Snapshot as of:** 2026-06-08 · License: CC BY 4.0 · © UseJunior
+
+# Non-Competes in Massachusetts[^about]
+
+Massachusetts enforces employee non-competes only when they meet the Noncompetition Agreement Act — a garden-leave or other agreed consideration, a 12-month cap, and strict notice rules — and voids them entirely for physicians, nurses, psychologists, social workers, and most of the broadcasting industry.
+
+
+## At a glance
+
+| Question | Massachusetts |
+| --- | --- |
+| **Are non-competes enforceable?** | Allowed if reasonable |
+| **Bottom line** | Massachusetts enforces an employee non-compete only if it meets the 2018 Noncompetition Agreement Act — paid garden leave or agreed consideration, a 12-month cap, and strict notice — and voids them entirely for physicians, nurses, psychologists, social workers, and most broadcasters. |
+| **Main law or case** | Mass. Gen. Laws ch. 149, § 24L |
+| **Main exceptions** | Physician, nurse, psychologist, social-worker, broadcaster bans; excluded workers (FLSA-nonexempt, interns, laid-off/no-cause, age ≤18); sale-of-business & non-solicit/NDA carve-outs |
+| **Can a court narrow it?** | Yes — rewrites to reasonable |
+| **Applies to contractors?** | Yes |
+| **Restriction extended during a breach?** | No automatic extension; statutory misconduct trigger (up to 2 yrs) or express tolling clause |
+| **Maximum length set by law** | 12 months (up to 2 years on breach of fiduciary duty/taking property) |
+| **Must the employer pay to enforce?** | Yes — required for any non-compete |
+
+## Are employee non-compete agreements enforceable in Massachusetts? {#enforceability}
+
+**Short answer.** Sometimes, and only on strict terms. For agreements entered into on or after October 1, 2018, the Massachusetts Noncompetition Agreement Act makes an employee non-compete enforceable only if it satisfies a list of statutory requirements — including paid garden leave or other agreed consideration, a 12-month cap, and advance written notice [^mnaa-validity][^nuvasive-effective-date].
+
+The governing statute is G.L. c. 149, § 24L. Subsection (b) provides that a noncompetition agreement is valid and enforceable only if it meets eight minimum requirements, which are described in the questions below [^mnaa-validity]. The act applies only to agreements entered into on or after October 1, 2018; the First Circuit, applying the statute, confirmed that limited reach [^nuvasive-effective-date].
+
+Watch the statute's reach: for purposes of § 24L, an *employee* includes independent contractors, so the act's protections are not limited to W-2 workers [^mnaa-employee-scope].
+
+Underlying the statute is a long common-law tradition that still frames how Massachusetts courts evaluate restraints. A covenant is enforceable only if it is necessary to protect a legitimate business interest, reasonably limited in time and space, and consonant with the public interest [^boulanger-reasonableness].
+
+"To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii)."[^mnaa-validity]
+
+## What notice and signing rules apply to a Massachusetts non-compete? {#formation-notice}
+
+**Short answer.** Strict, and they differ for new hires versus current employees. A new hire's non-compete must be in writing, signed, expressly state the right to consult counsel, and be delivered by the earlier of a formal offer or 10 business days before the start date [^formation-newhire][^formation-newhire-timing].
+
+For a non-compete signed after employment begins but not at separation, the statute adds a consideration requirement: the agreement must be supported by fair and reasonable consideration independent from continued employment, with at least 10 business days' notice before it takes effect [^formation-midemployment]. That abrogates the older Massachusetts rule that continued at-will employment alone could support a mid-employment covenant.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not present a Massachusetts non-compete for immediate signature on the first day of work. For a new hire, deliver it by the earlier of the formal offer or 10 business days before the start date and tell the employee in the document that they may consult counsel; for a current employee, give 10 business days' notice and provide separate consideration beyond keeping the job [^formation-newhire-timing][^formation-midemployment].
+
+## Does Massachusetts require garden leave or extra pay for a non-compete? {#garden-leave}
+
+**Short answer.** Yes — a non-compete must be bought. Section 24L requires that the agreement be supported by a garden leave clause or other mutually-agreed consideration that is specified in the agreement [^consideration-requirement].
+
+A qualifying garden leave clause means paying the former employee, on a pro-rata basis during the restricted period, at least 50% of their highest annualized base salary over the two years before termination [^garden-leave-fifty-percent]. The statute's alternative — *other mutually-agreed upon consideration* — is left undefined, which is the single biggest open drafting question under the act: whether a small fixed payment can substitute for garden leave remains unsettled.
+
+"The noncompetition agreement shall be supported by a garden leave clause or other mutually-agreed upon consideration between the employer and the employee, provided that such consideration is specified in the noncompetition agreement."[^consideration-requirement]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not rely on a token payment as *other mutually-agreed upon consideration* without analysis. The only consideration the statute defines is a garden leave clause paying at least 50% of the employee's highest base salary across the restricted period; the enforceability of a smaller fixed sum is unsettled, so size the consideration conservatively and specify it in the agreement [^consideration-requirement][^garden-leave-fifty-percent].
+
+## How long can a Massachusetts non-compete last? {#duration}
+
+**Short answer.** Twelve months, with one narrow exception. The restricted period may not exceed 12 months from the end of employment, unless the employee breached a fiduciary duty or unlawfully took employer property — in which case it may run up to 2 years [^duration-cap].
+
+The 12-month default is a hard statutory ceiling, not a starting point for negotiation. The only way to a longer restraint is the misconduct trigger: a breach of fiduciary duty to the employer, or the unlawful taking of property, physically or electronically [^duration-cap].
+
+"In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment."[^duration-cap]
+
+## What business interests can a Massachusetts non-compete protect? {#legitimate-interests}
+
+**Short answer.** Only trade secrets, other confidential information, and goodwill — and no more than necessary. Section 24L permits a non-compete only where it is no broader than necessary to protect the employer's trade secrets, confidential information that is not a trade secret, or goodwill [^legitimate-interests-statute].
+
+This codifies a long-standing common-law limit. Massachusetts courts had already held that legitimate business interests are confined to trade secrets, confidential information, and goodwill [^boulanger-interests]. Protection from ordinary competition has never qualified — a former employer is not entitled by contract to restrain ordinary competition [^allstainless-ordinary-competition].
+
+"A former employer is not entitled by contract to restrain ordinary competition."[^allstainless-ordinary-competition]
+
+## Which Massachusetts workers cannot be bound by a non-compete? {#excluded-workers}
+
+**Short answer.** Four categories, regardless of pay. Section 24L makes a non-compete unenforceable against employees who are nonexempt under the Fair Labor Standards Act, student interns, employees terminated without cause or laid off, and employees age 18 or younger [^excluded-workers].
+
+The termination trigger is the one that surprises employers most: an employee who is laid off or fired without cause cannot be held to a non-compete at all. The statute does not define *without cause*, so the line between a for-cause termination and one that frees the employee is itself a litigation risk.
+
+"A noncompetition agreement shall not be enforceable against the following types of workers: (i) an employee who is classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219; (ii) undergraduate or graduate students that partake in an internship or otherwise enter a short-term employment relationship with an employer, whether paid or unpaid, while enrolled in a full-time or part-time undergraduate or graduate educational institution; (iii) employees that have been terminated without cause or laid off; or (iv) employees age 18 or younger."[^excluded-workers]
+
+> [!NOTE]
+> **Practice note.**
+>
+> A non-compete is unenforceable against an employee who was laid off or terminated without cause, so an employer that ends the relationship on its own initiative generally cannot then enforce the covenant. Because *without cause* is undefined, treat any non-misconduct separation as likely freeing the employee, and do not count on a non-compete after a reduction in force [^excluded-workers].
+
+## What restrictive covenants fall outside the Massachusetts Noncompetition Agreement Act? {#covered-agreements}
+
+**Short answer.** Most of the others. The act defines a noncompetition agreement to include forfeiture-for-competition agreements but to exclude employee and customer non-solicits, nondisclosure agreements, invention-assignment agreements, qualifying sale-of-business covenants, and separation agreements that give the employee seven business days to rescind [^noncompete-exclusions-solicit][^noncompete-exclusions-sale][^noncompete-exclusions-other].
+
+The sale-of-business carve-out is itself limited: it reaches a covenant signed in connection with a sale or disposition only where the restricted party is a significant owner, member, or partner who will receive significant consideration or benefit from the deal [^noncompete-exclusions-sale].
+
+That boundary matters because covenants outside the act escape its garden-leave, duration, and notice rules and are instead governed by ordinary common-law reasonableness. In 2025, the Supreme Judicial Court confirmed the boundary is read by the statute's plain terms: a forfeiture clause triggered by breach of a non-solicit is not a *forfeiture for competition agreement* and so falls outside the act entirely [^miele-forfeiture][^miele-plain-language].
+
+"Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements."[^miele-plain-language]
+
+## Which Massachusetts professions cannot be subject to a non-compete at all? {#profession-bans}
+
+**Short answer.** Several, under their own statutes. Separate from the Noncompetition Agreement Act, Massachusetts voids non-competes restricting the practice of physicians, nurses, psychologists, and social workers, and voids most broadcasting-industry non-competes [^ban-physicians][^ban-nurses][^ban-broadcasting].
+
+These bans predate the 2018 act and operate independently of it. A contract restricting a registered physician's right to practice medicine is void and unenforceable as to that restriction [^ban-physicians], and the same is true for registered and practical nurses [^ban-nurses], licensed psychologists [^ban-psychologists], and licensed social workers [^ban-social-workers]. In the broadcasting industry, a covenant restricting an employee's right to obtain later employment is void where the employer ended the employment, the parties ended it by mutual agreement, or the contract expired, and a violator is liable for the affected employee's reasonable attorneys' fees and costs [^ban-broadcasting].
+
+"Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician registered to practice medicine pursuant to section two, which includes any restriction of the right of such physician to practice medicine in any geographic area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement."[^ban-physicians]
+
+## Can another state's law govern a Massachusetts worker's non-compete? {#choice-of-law}
+
+**Short answer.** Not if it is used to evade the act. Section 24L makes a choice-of-law provision unenforceable, where it would have the effect of avoiding the statute, for an employee who has been a Massachusetts resident or employed in Massachusetts for at least 30 days before leaving [^choice-of-law-statute].
+
+The statutory bar is reinforced by Massachusetts common-law choice-of-law analysis, which can cut against a Massachusetts clause too. The Supreme Judicial Court refused to enforce a Massachusetts choice-of-law clause where applying Massachusetts law would violate the fundamental public policy of another state — California — that favors employee mobility [^oxford-choice-of-law]. Civil actions over a covered non-compete must be brought in the employee's county of residence or, by mutual agreement, in Suffolk County [^venue-statute].
+
+## Will a Massachusetts court reform an overbroad non-compete? {#reformation}
+
+**Short answer.** It can, at its discretion. Section 24L expressly authorizes a court to reform or otherwise revise a noncompetition agreement to make it valid and enforceable to the extent necessary to protect the employer's legitimate business interests [^reformation-statute].
+
+This is a discretionary power, not a guarantee. The statute lets a court rewrite an overbroad covenant, but an employer should not draft to the outer edge on the assumption that a judge will trim the agreement into shape rather than decline to enforce it.
+
+"A court may, in its discretion, reform or otherwise revise a noncompetition agreement so as to render it valid and enforceable to the extent necessary to protect the applicable legitimate business interests."[^reformation-statute]
+
+## Does a promotion or change in role void an older Massachusetts non-compete? {#material-change}
+
+**Short answer.** It can, under the material-change doctrine. Massachusetts courts have long held that far-reaching changes to the employment relationship can show the parties abandoned the old agreement and formed a new one — voiding a covenant signed under the earlier terms [^bartlett-abandonment][^bartlett-newcontract].
+
+In *F.A. Bartlett Tree Expert Co. v. Barrington*, the Supreme Judicial Court treated successive material changes in pay and position as evidence that the original contract — and its non-compete — had been abandoned and replaced [^bartlett-newcontract]. The doctrine's force after the 2018 act is unsettled, so the conservative practice is to have the employee sign a fresh, statute-compliant covenant on each material promotion or change in terms rather than rely on an old one.
+
+> [!NOTE]
+> **Practice note.**
+>
+> Do not assume a non-compete signed years ago still binds an employee who has since been promoted or had a material change in pay or duties. Under the material-change doctrine a court may treat the original covenant as abandoned, so re-paper the non-compete — in compliance with the current statute — whenever the role materially changes [^bartlett-abandonment][^bartlett-newcontract].
+
+## Does a Massachusetts non-compete toll or extend during a breach or litigation? {#tolling-extension}
+
+**Short answer.** Only as the statute allows, and a court will not extend it for you. The act itself extends the restricted period to up to 2 years when the employee breached a fiduciary duty or unlawfully took employer property; outside that, and absent an express tolling clause, a Massachusetts court will not equitably extend a non-compete past its stated term [^duration-extension][^emc-no-extension].
+
+The First Circuit, applying Massachusetts law, held that once a restraint period has expired, specific relief is inappropriate and the employer is left to a damages remedy [^emc-expired]. The court pointedly noted that the employer could have contracted for tolling the term of the restriction during litigation, or for the restriction to begin on a preliminary finding of breach — but it had not [^emc-no-extension].
+
+The Supreme Judicial Court takes the same view of judicial extension. In *Automile Holdings, LLC v. McGovern*, it held that a trial judge's equitable extension of a covenant beyond its plain terms was an abuse of discretion, and that such extensions are strongly disfavored absent a finding that damages would be inadequate [^automile-extension].
+
+"Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach."[^emc-no-extension]
+
+"As a matter of public policy, we strongly disfavor restrictive covenants, and the use of an equitable remedy to extend such a restriction beyond the plain terms of the contract, even in the context of a sale of a business, was not warranted without a finding that damages would be inadequate."[^automile-extension]
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Do not assume a Massachusetts court will pause the clock while the former employee competes or while litigation drags on. The only built-in extension is the statute's misconduct trigger; if you want the restricted period tolled during a breach or suit, you must draft an express tolling or extension clause — and even then keep the total restraint within the statutory cap [^duration-extension][^emc-no-extension].
+
+## Can a parent or affiliated company enforce a Massachusetts non-compete? {#parent-company-enforcement}
+
+**Short answer.** Risky — the agreement should be with the direct employer. The Noncompetition Agreement Act governs an agreement between an *employer* and an *employee*, and a Massachusetts Superior Court has declined to enforce a non-compete signed with a parent holding company rather than the employee's actual employer [^anaplan-employer].
+
+In *Anaplan Parent, LP v. Brennan*, the Business Litigation Session denied a preliminary injunction on a non-compete contained in equity-grant agreements signed with the employee's parent company, reasoning that the term *employer* has not been read to include a parent corporation [^anaplan-employer]. The decision is a trial-court order on a preliminary injunction — persuasive rather than binding — but it flags a concrete drafting risk.
+
+> [!CAUTION]
+> **Drafting note.**
+>
+> Have the entity that actually employs the worker — not a parent, holding company, or affiliate — be the named counterparty on a Massachusetts non-compete. A covenant signed only with a parent company risks being unenforceable because the parent may not be the employee's *employer* under the act [^anaplan-employer].
+
+## If a non-compete is unavailable, what protects a Massachusetts employer? {#trade-secrets}
+
+**Short answer.** Trade-secret law and tailored covenants. The Massachusetts Uniform Trade Secrets Act protects a broadly defined category of trade secrets, and the Noncompetition Agreement Act leaves non-solicitation and confidentiality agreements available without its garden-leave and duration limits [^mutsa-definition][^mutsa-limitations].
+
+Because so many workers and covenants fall outside the act — laid-off employees, nonexempt workers, non-solicits, and NDAs — a confidentiality or non-solicitation agreement backed by trade-secret law is often the more reliable tool. A misappropriation action under the trade-secrets act must be brought within 3 years after the misappropriation is or should have been discovered [^mutsa-limitations].
+
+## What are the key recent developments in Massachusetts non-compete law? {#recent-developments}
+
+**Short answer.** A 2018 statutory overhaul, a clarifying 2025 decision, and continued reform pressure. The Noncompetition Agreement Act reset the rules for agreements entered into on or after October 1, 2018, and the Supreme Judicial Court's 2025 decision in *Miele* drew a firm line keeping non-solicitation agreements — and forfeiture clauses triggered only by breaching them — outside the act [^rd-nuvasive-effective-date][^rd-miele-plain-language].
+
+- 
+- 
+- 
+
+> [!NOTE]
+> **Practice note.**
+>
+> Confirm the current status of pending Massachusetts non-compete legislation before relying on this summary, because reform bills are active in the 2025–2026 session. The settled law remains the 2018 act as interpreted in *Miele*, which keeps non-solicitation and confidentiality covenants outside the act's garden-leave and duration limits [^rd-miele-plain-language].
+
+[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Massachusetts. This article synthesizes Massachusetts primary law and is not legal advice from a Massachusetts-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.
+
+[^mnaa-validity]: **Mass. Gen. Laws ch. 149, § 24L** — "To be valid and enforceable, a noncompetition agreement must meet the minimum requirements of paragraphs (i) through (viii)." *Mass. Gen. Laws ch. 149, § 24L(b).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^nuvasive-effective-date]: **NuVasive, Inc. v. Day** — "the MNCA ‘only applies to employee noncompetition agreements entered into on or after October 1, 2018,’" *NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/#:~:text=the%20MNCA%20%22only%20applies%20to,or%20after%20October%201%2C%202018%2C%22>
+
+[^mnaa-employee-scope]: **Mass. Gen. Laws ch. 149, § 24L** — "provided, however, that the term ''employee'', as used in this section, shall also include independent contractors under section 148B." *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^boulanger-reasonableness]: **Boulanger v. Dunkin' Donuts Inc.** — "A covenant not to compete is enforceable only if it is necessary to protect a legitimate business interest, reasonably limited in time and space, and consonant with the public interest." *Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).* <https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=A%20covenant%20not%20to%20compete%20is,consonant%20with%20the%20public%20interest.>
+
+[^formation-newhire]: **Mass. Gen. Laws ch. 149, § 24L** — "If the agreement is entered into in connection with the commencement of employment, it must be in writing and signed by both the employer and employee and expressly state that the employee has the right to consult with counsel prior to signing." *Mass. Gen. Laws ch. 149, § 24L(b)(i).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^formation-newhire-timing]: **Mass. Gen. Laws ch. 149, § 24L** — "The agreement must be provided to the employee by the earlier of a formal offer of employment or 10 business days before the commencement of the employee's employment." *Mass. Gen. Laws ch. 149, § 24L(b)(i).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^formation-midemployment]: **Mass. Gen. Laws ch. 149, § 24L** — "If the agreement is entered into after commencement of employment but not in connection with the separation from employment, it must be supported by fair and reasonable consideration independent from the continuation of employment, and notice of the agreement must be provided at least 10 business days before the agreement is to be effective." *Mass. Gen. Laws ch. 149, § 24L(b)(ii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^consideration-requirement]: **Mass. Gen. Laws ch. 149, § 24L** — "The noncompetition agreement shall be supported by a garden leave clause or other mutually-agreed upon consideration between the employer and the employee, provided that such consideration is specified in the noncompetition agreement." *Mass. Gen. Laws ch. 149, § 24L(b)(vii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^garden-leave-fifty-percent]: **Mass. Gen. Laws ch. 149, § 24L** — "To constitute a garden leave clause within the meaning of this section, the agreement must (i) provide for the payment, consistent with the requirements for the payment of wages under section 148 of chapter 149 of the general laws, on a pro-rata basis during the entirety of the 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;" *Mass. Gen. Laws ch. 149, § 24L(b)(vii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^duration-cap]: **Mass. Gen. Laws ch. 149, § 24L** — "In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment." *Mass. Gen. Laws ch. 149, § 24L(b)(iv).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^legitimate-interests-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "The agreement must be no broader than necessary to protect one or more of the following legitimate business interests of the employer: (A) the employer's trade secrets; (B) the employer's confidential information that otherwise would not qualify as a trade secret; or (C) the employer's goodwill." *Mass. Gen. Laws ch. 149, § 24L(b)(iii).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^boulanger-interests]: **Boulanger v. Dunkin' Donuts Inc.** — "Legitimate business interests include protection of trade secrets, confidential information, and good will." *Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004).* <https://www.courtlistener.com/opinion/6579005/boulanger-v-dunkin-donuts-inc/#:~:text=Legitimate%20business%20interests%20include%20protection,confidential%20information%2C%20and%20good%20will.>
+
+[^allstainless-ordinary-competition]: **All Stainless, Inc. v. Colby** — "A former employer is not entitled by contract to restrain ordinary competition." *All Stainless, Inc. v. Colby, 364 Mass. 773 (1974).* <https://www.courtlistener.com/opinion/2151844/all-stainless-inc-v-colby/#:~:text=A%20former%20employer%20is%20not,contract%20to%20restrain%20ordinary%20competition.>
+
+[^excluded-workers]: **Mass. Gen. Laws ch. 149, § 24L** — "A noncompetition agreement shall not be enforceable against the following types of workers: (i) an employee who is classified as nonexempt under the Fair Labor Standards Act, 29 U.S.C. 201-219; (ii) undergraduate or graduate students that partake in an internship or otherwise enter a short-term employment relationship with an employer, whether paid or unpaid, while enrolled in a full-time or part-time undergraduate or graduate educational institution; (iii) employees that have been terminated without cause or laid off; or (iv) employees age 18 or younger." *Mass. Gen. Laws ch. 149, § 24L(c).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^noncompete-exclusions-solicit]: **Mass. Gen. Laws ch. 149, § 24L** — "Noncompetition agreements include forfeiture for competition agreements, but do not include: (i) covenants not to solicit or hire employees of the employer; (ii) covenants not to solicit or transact business with customers, clients, or vendors of the employer;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^noncompete-exclusions-sale]: **Mass. Gen. Laws ch. 149, § 24L** — "(iii) noncompetition agreements made in connection with the sale of a business entity or substantially all of the operating assets of a business entity or partnership, or otherwise disposing of the ownership interest of a business entity or partnership, or division or subsidiary thereof, when the party restricted by the noncompetition agreement is a significant owner of, or member or partner in, the business entity who will receive significant consideration or benefit from the sale or disposal;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^noncompete-exclusions-other]: **Mass. Gen. Laws ch. 149, § 24L** — "(vi) nondisclosure or confidentiality agreements; (vii) invention assignment agreements; (viii) garden leave clauses; (ix) noncompetition agreements made in connection with the cessation of or separation from employment if the employee is expressly given seven business days to rescind acceptance;" *Mass. Gen. Laws ch. 149, § 24L(a).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^miele-forfeiture]: **Miele v. Foundation Medicine, Inc.** — "That is, for the reasons we discuss below, we conclude that a forfeiture clause triggered by a breach of a nonsolicitation agreement does not constitute a ‘forfeiture for competition agreement’ within the meaning of the act." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=That%20is%2C%20for%20the%20reasons,the%20meaning%20of%20the%20act.>
+
+[^miele-plain-language]: **Miele v. Foundation Medicine, Inc.** — "Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.>
+
+[^ban-physicians]: **Mass. Gen. Laws ch. 112, § 12X** — "Any contract or agreement which creates or establishes the terms of a partnership, employment, or any other form of professional relationship with a physician registered to practice medicine pursuant to section two, which includes any restriction of the right of such physician to practice medicine in any geographic area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction; provided, however, that nothing herein shall render void or unenforceable the remaining provisions of any such contract or agreement." *Mass. Gen. Laws ch. 112, § 12X.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section12X>
+
+[^ban-nurses]: **Mass. Gen. Laws ch. 112, § 74D** — "which includes any restriction of the right of such nurse to practice as a nurse in any geographical area for any period of time after the termination of such partnership, employment or professional relationship shall be void and unenforceable with respect to said restriction." *Mass. Gen. Laws ch. 112, § 74D.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section74D>
+
+[^ban-broadcasting]: **Mass. Gen. Laws ch. 149, § 186** — "Any contract or agreement which creates or establishes the terms of employment for an employee or individual in the broadcasting industry, including, television stations, television networks, radio stations, radio networks, or any entities affiliated with the foregoing, and which restricts the right of such employee or individual to obtain employment in a specified geographic area for a specified period of time after termination of employment of the employee by the employer or by termination of the employment relationship by mutual agreement of the employer and the employee or by termination of the employment relationship by the expiration of the contract or agreement, shall be void and unenforceable with respect to such provision." *Mass. Gen. Laws ch. 149, § 186.* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section186>
+
+[^ban-psychologists]: **Mass. Gen. Laws ch. 112, § 129B** — "which includes a restriction of the right of the psychologist to practice in any geographic area for any period of time after termination of the partnership, employment or professional relationship shall be void and unenforceable with respect to the restriction;" *Mass. Gen. Laws ch. 112, § 129B.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section129B>
+
+[^ban-social-workers]: **Mass. Gen. Laws ch. 112, § 135C** — "that includes a restriction of the right of the social worker to practice in any geographic area for any period of time after termination of the partnership, employment or professional relationship shall be void and unenforceable with respect to that restriction." *Mass. Gen. Laws ch. 112, § 135C.* <https://malegislature.gov/Laws/GeneralLaws/Chapter112/Section135C>
+
+[^choice-of-law-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "No choice of law provision that would have the effect of avoiding the requirements of this 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." *Mass. Gen. Laws ch. 149, § 24L(e).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^oxford-choice-of-law]: **Oxford Global Res., LLC v. Hernandez** — "We conclude that the Massachusetts choice of law provision in the agreement is not enforceable, where California substantive law would apply under our choice of law principles, and where the application of Massachusetts substantive law would violate the fundamental public policy of California favoring open competition and employee mobility." *Oxford Global Res., LLC v. Hernandez, 480 Mass. 462 (2018).* <https://www.courtlistener.com/opinion/7175264/oxford-global-res-llc-v-hernandez/#:~:text=We%20conclude%20that%20the%20Massachusetts,open%20competition%20and%20employee%20mobility.>
+
+[^venue-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "All civil actions relating to employee noncompetition agreements subject to this section shall be brought in the county where the employee resides or, if mutually agreed upon by the employer and employee, in Suffolk county;" *Mass. Gen. Laws ch. 149, § 24L(f).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^reformation-statute]: **Mass. Gen. Laws ch. 149, § 24L** — "A court may, in its discretion, reform or otherwise revise a noncompetition agreement so as to render it valid and enforceable to the extent necessary to protect the applicable legitimate business interests." *Mass. Gen. Laws ch. 149, § 24L(d).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^bartlett-abandonment]: **F.A. Bartlett Tree Expert Co. v. Barrington** — "Such far reaching changes strongly suggest that the parties had abandoned their old arrangement and had entered into a new relationship." *F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).* <https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/#:~:text=Such%20far%20reaching%20changes%20strongly,entered%20into%20a%20new%20relationship.>
+
+[^bartlett-newcontract]: **F.A. Bartlett Tree Expert Co. v. Barrington** — "The judge concluded that the conduct of the parties shows a clear new employment contract in both 1960 and 1965 and that the 1948 contract was abandoned and rescinded by mutual consent." *F.A. Bartlett Tree Expert Co. v. Barrington, 353 Mass. 585 (1968).* <https://www.courtlistener.com/opinion/2013561/f-a-bartlett-tree-expert-co-v-barrington/#:~:text=The%20judge%20concluded%20that%20the,and%20rescinded%20by%20mutual%20consent.>
+
+[^duration-extension]: **Mass. Gen. Laws ch. 149, § 24L** — "In no event may the stated restricted period exceed 12 months from the date of cessation of employment, unless the employee has breached his or her fiduciary duty to the employer or the employee has unlawfully taken, physically or electronically, property belonging to the employer, in which case the duration may not exceed 2 years from the date of cessation of employment." *Mass. Gen. Laws ch. 149, § 24L(b)(iv).* <https://malegislature.gov/Laws/GeneralLaws/Chapter149/Section24L>
+
+[^emc-no-extension]: **EMC Corp. v. Arturi** — "Being forewarned, EMC could have contracted, as the district judge noted, for tolling the term of the restriction during litigation, or for a period of restriction to commence upon preliminary finding of breach." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=Being%20forewarned%2C%20EMC%20could%20have,upon%20preliminary%20finding%20of%20breach.>
+
+[^emc-expired]: **EMC Corp. v. Arturi** — "We explained that ‘when the period of restraint has expired, even when the delay was substantially caused by the time consumed in legal appeals, specific relief is inappropriate and the injured party is left to his damages remedy." *EMC Corp. v. Arturi, 655 F.3d 75 (1st Cir. 2011).* <https://www.courtlistener.com/opinion/612666/emc-corp-v-arturi/#:~:text=We%20explained%20that%20%22when%20the,left%20to%20his%20damages%20remedy.>
+
+[^automile-extension]: **Automile Holdings, LLC v. McGovern** — "As a matter of public policy, we strongly disfavor restrictive covenants, and the use of an equitable remedy to extend such a restriction beyond the plain terms of the contract, even in the context of a sale of a business, was not warranted without a finding that damages would be inadequate." *Automile Holdings, LLC v. McGovern, 483 Mass. 797 (2020).* <https://caselaw.findlaw.com/court/ma-supreme-judicial-court/2042227.html>
+
+[^anaplan-employer]: **Anaplan Parent, LP v. Brennan** — "It has never been held to include a parent corporation as an ‘employer.’" *Anaplan Parent, LP v. Brennan, No. 2584CV02350 (Mass. Super. Ct. 2025).* <https://www.mintz.com/sites/default/files/media/documents/2025-11-07/Anaplan-Parent%2C-LP-v.-Brennan-Noncompete%20Order.pdf>
+
+[^mutsa-definition]: **Mass. Gen. Laws ch. 93, § 42** — "(4) ''Trade secret'', specified or specifiable information, whether or not fixed in tangible form or embodied in any tangible thing, including but not limited to a formula, pattern, compilation, program, device, method, technique, process, business strategy, customer list, invention, or scientific, technical, financial or customer data" *Mass. Gen. Laws ch. 93, § 42(4).* <https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42>
+
+[^mutsa-limitations]: **Mass. Gen. Laws ch. 93, § 42E** — "An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered." *Mass. Gen. Laws ch. 93, § 42E.* <https://malegislature.gov/Laws/GeneralLaws/Chapter93/Section42E>
+
+[^rd-nuvasive-effective-date]: **NuVasive, Inc. v. Day** — "the MNCA ‘only applies to employee noncompetition agreements entered into on or after October 1, 2018,’" *NuVasive, Inc. v. Day, 954 F.3d 439 (1st Cir. 2020).* <https://www.courtlistener.com/opinion/4743298/nuvasive-inc-v-day/#:~:text=the%20MNCA%20%22only%20applies%20to,or%20after%20October%201%2C%202018%2C%22>
+
+[^rd-miele-plain-language]: **Miele v. Foundation Medicine, Inc.** — "Under the plain language of the Massachusetts Noncompetition Agreement Act, (1) noncompetition agreements do not include nonsolicitation agreements, and (2) forfeiture for competition agreements are a subset of noncompetition agreements." *Miele v. Foundation Medicine, Inc., 496 Mass. 171 (2025).* <https://www.courtlistener.com/opinion/10604382/susan-miele-v-foundation-medicine-inc/#:~:text=Under%20the%20plain%20language%20of,a%20subset%20of%20noncompetition%20agreements.>