Non-compete law in Massachusetts

Exceptions and special rules

• Sale of a business: the statute allows a non-compete given by a seller.
• Not a 'noncompetition agreement' (so outside § 24L): covenants not to solicit or hire employees; covenants not to solicit or transact business with customers, clients or vendors; agreements made in a sale of a business entity or substantially all its operating assets or ownership interest when the restricted party is a significant owner, member or partner who receives significant consideration or benefit; noncompetes outside an employment relationship; forfeiture agreements (not for competition); nondisclosure/confidentiality agreements; invention assignment agreements; garden leave clauses; noncompetes made on separation if the employee is expressly given 7 business days to rescind acceptance; agreements not to reapply to the same employer (§ 24L(a))
• 'Employee' includes independent contractors under c. 149, § 148B (§ 24L(a))
• 'Noncompetition agreement' includes forfeiture-for-competition agreements (§ 24L(a))
• Physician registered under c. 112, § 2. Any contract creating a partnership, employment or other professional relationship that restricts the right to practice medicine in any geographic area for any period after termination is void and unenforceable as to that restriction; the rest of the contract stays. (M.G.L. c. 112, § 12X)
• Registered nurse or licensed practical nurse. Same: post-termination restriction on practicing as a nurse in any geographic area for any period is void and unenforceable; the rest of the contract stays. (M.G.L. c. 112, § 74D)
• Psychologist licensed under c. 112. Same rule for post-termination restrictions on practicing in any geographic area. (M.G.L. c. 112, § 129B)
• Social worker licensed under c. 112. Same rule for post-termination restrictions on practicing in any geographic area. (Text read from an archive copy dated 2025-12-07, older than the other sections.) (M.G.L. c. 112, § 135C)
• Broadcasting industry employee (television and radio stations, networks and affiliates). A restriction on obtaining employment in a specified geographic area for a specified period after termination (by employer, mutual agreement or expiry) is void and unenforceable; a violator is liable for the affected employee's reasonable attorneys' fees and costs of the litigation. (M.G.L. c. 149, § 186)
• Lawyer. Listed by the Commonwealth's guidance page as a profession whose noncompetes are banned (Mass. R. Prof. C. 5.6); the rule itself was not fetched. (Mass. R. Prof. C. 5.6 (via mass.gov guidance page))

Non-solicitation clauses

Covenants not to solicit or hire employees, and covenants not to solicit or transact business with customers, clients or vendors, are outside the Act's definition of 'noncompetition agreement' (§ 24L(a)(i)-(ii)). The Commonwealth's guidance page also lists Miele v. Foundation Medicine Inc., 496 Mass. 171 (2025), quoting the SJC's answer that § 24L does not apply to a non-solicitation agreement in a termination agreement that includes a forfeiture provision for breach; the opinion itself was not fetched.

Contracts naming another state's law

A choice-of-law clause that would avoid the Act is unenforceable if the employee was, for at least 30 days before cessation of employment, a resident of or employed in Massachusetts (§ 24L(e)). Civil actions lie in the county where the employee resides or, if agreed, Suffolk County, where the superior court or its business litigation session has exclusive jurisdiction (§ 24L(f)).

Remedies

The Act has no fee-shifting or penalty provision. A court may in its discretion reform or revise an agreement to the extent necessary to protect legitimate business interests (§ 24L(d)); an unenforceable noncompete does not void the rest of the contract, and a court may still impose a restriction as a remedy for breach of another agreement or statutory or common-law duty (§ 24L(c)). (Fee-shifting exists only in the broadcasting statute, c. 149, § 186.)

Which agreements it covers

Applies to employee noncompetition agreements entered into on or after October 1, 2018 (2018 Acts c. 228, § 71). Section 24L enacted by § 21 of that act.

Layoffs

Not enforceable against employees terminated without cause or laid off (§ 24L(c)(iii)).

Independent contractors

true

Recent changes

• 2026-09-29. No 2025-2026 amendment to § 24L: the text on the official page (194th General Court, archive copy of 2026-09-29) matches the 2018 session-law text, except that the codified version omits the session law's cross-reference to c. 93L, § 1 after 'trade secrets' in § 24L(b)(iii)(A) (editorial). Source
• 2026-02-12. Commonwealth guidance page notes the FTC non-compete rule was removed from the CFR effective this date (91 FR 6507); page last updated 2026-09-10. Source
• 2025-06-13. SJC decision Miele v. Foundation Medicine Inc., 496 Mass. 171 (2025), as summarized on the Commonwealth's guidance page (date taken from a secondary source, not the guidance page). Source
• 2018-10-01. Massachusetts Noncompetition Agreement Act (2018 Acts c. 228, § 21; applicability § 71): applies to agreements entered into on or after this date. The session-law page records 'Approved (in part), August 3, 2018' (the pilot's secondary-source date of Aug. 10 is wrong; the pilot also cited section 19, which is the trade-secret chapter). Source