Noncompetes

Common Employment Agreement and Restrictive Covenant Disputes

Employment agreement disputes often present as contract problems, but the real issues are usually about customer relationships, confidential information, competitive conduct, defining solicitation and competition, and what the evidence actually shows.

We handle disputes involving:

• Noncompete enforcement and defense. Massachusetts noncompete law is statutory for many employee noncompetition agreements entered on or after October 1, 2018. The Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L) imposes strict requirements that can decide enforceability, including advance notice and form requirements, employee consultation with an attorney, limits on duration (typically 12 months maximum), geographic and scope limitations, and a requirement for garden leave or other mutually agreed consideration. Failure to comply with these statutory requirements can render an otherwise signed noncompete unenforceable.
• Customer and employee nonsolicitation disputes. Many restrictive covenant disputes involve customer nonsolicitation and employee nonsolicitation provisions rather than a true noncompete. The Noncompetition Agreement Act defines “noncompetition agreement” to expressly exclude customer and employee nonsolicitation covenants, as well as nondisclosure and confidentiality agreements, which affects both drafting strategy and litigation approach. M.G.L. c. 149, § 24L(a). These provisions are often easier to enforce than full noncompetes but still require proof of solicitation and harm and must comply with established case law related to reasonableness in duration, geography, and scope.  Nonsolicitation agreements must also be drafted and reviewed closely to ensure they do not inadvertnely become noncompetition agreements.
• Confidentiality and nondisclosure disputes. These cases often involve disputes over what information is truly confidential, what steps the business took to protect it, what the employee took, retained, or disclosed, and whether the information is being used in the new role. Even when a dispute starts as a cease-and-desist letter, it can quickly become litigation if there’s evidence of downloading, forwarding, or copying customer lists, pricing information, or proprietary business strategies.
• Trade secret misappropriation and unfair competition. Trade secret cases are often paired with restrictive covenant disputes, especially when there’s evidence of data transfer, immediate competitive use, or customer targeting based on inside information. Massachusetts has a statutory trade secret framework that authorizes injunctive relief and damages for misappropriation under the Massachusetts Uniform Trade Secrets Act (M.G.L. c. 93, §§ 42 to 42G). Federal trade secret claims may also be available under the Defend Trade Secrets Act (18 U.S.C. § 1836).
• Disputes over customer ownership and business relationships. Many cases turn on whether a client relationship belongs to the company or followed the employee based on personal relationships, whether customer lists qualify as protected confidential information or trade secrets, and whether competitive outreach crosses the line into misuse of proprietary information. This is common in closely held businesses, professional services firms, and sales-driven roles where compensation is tied to book of business.
• Severance agreement disputes and release enforcement. Separation agreements often include restrictive covenants, confidentiality obligations, non-disparagement terms, cooperation clauses, and repayment provisions tied to bonuses or severance. These disputes can turn on compliance with the separation terms, the scope of release language, enforceability of post-separation restrictions, and whether consideration was adequate.
• Garden leave and enforcement during restricted periods. Disputes over whether garden leave payments meet Massachusetts statutory requirements, whether the employer properly paid garden leave during the restriction period, and what activities are prohibited during paid restriction periods under M.G.L. c. 149, § 24L.
• Emergency motions for temporary restraining orders and preliminary injunctions. When a business needs fast court intervention, the legal standards matter (likelihood of success, irreparable harm, balance of harms, public interest), but so do the practical details: what the employee actually did, what was taken, what the computer systems show, whether customers were contacted, and whether the employer acted proportionally and in good faith.
• Forfeiture-for-competition clauses and clawback provisions. Disputes over whether competitive activity triggers forfeiture of unvested equity, deferred compensation, or bonus payments, and whether such provisions are enforceable under Massachusetts law.

In many cases, both sides believe they’re right until the agreements, the emails, the download logs, and the customer contact timeline tell a different story. The work is securing that evidence before it disappears.

What Massachusetts Noncompete Law Requires

For many employers, the biggest risk is believing that a standard noncompete will be enforced simply because it’s signed, then learning during litigation that statutory requirements under M.G.L. c. 149, § 24L weren’t met.

The Massachusetts Noncompetition Agreement Act includes, among other things:

Notice and form requirements

Advance notice for agreements at the start of employment (10 business days before start date or with a formal offer of employment, whichever is earlier), and notice periods for agreements signed after employment begins (10 business days). M.G.L. c. 149, § 24L(b)(vii).

Consultation with counsel

Employers are required to expressly notify employees who will be expected to execute a noncompetition agreement that they have the right to consult with an attorney of their own choosing before signing.  Courts in Massachusetts have found noncompetition agreements without this specific provision to be unenforceable.

Tailoring to legitimate business interests

The agreement must be no broader than necessary to protect legitimate business interests such as trade secrets, confidential information, or goodwill associated with ongoing customer relationships. M.G.L. c. 149, § 24L(b)(ii).

Duration limits

Typically not more than 12 months from cessation of employment, with narrow circumstances where up to 24 months may be allowed (such as breach of fiduciary duty). M.G.L. c. 149, § 24L(b)(iv).

Garden leave or other consideration

A requirement for garden leave (at least 50% of the employee’s highest annualized base salary during the restriction period) or other mutually agreed upon consideration expressly in exchange for the employee’s agreement with the noncompetition restriction. M.G.L. c. 149, § 24L(b)(vi) and (c)(iii).

Excluded workers

The Act limits enforceability against certain categories of workers, including nonexempt employees, undergraduate or graduate students in internships or short-term employment, employees age 18 or younger, and employees terminated without cause or laid off. M.G.L. c. 149, § 24L(c).

Venue requirements

Actions relating to employee noncompetition agreements subject to the Act must be brought in the county where the employee resides or, if mutually agreed in writing, Suffolk County. M.G.L. c. 149, § 24L(f).

Important exclusions

The statute expressly excludes customer nonsolicitation, employee nonsolicitation, and confidentiality covenants from the definition of “noncompetition agreement,” which means these restrictions aren’t subject to the garden leave requirement or other Act provisions. M.G.L. c. 149, § 24L(a). This is a critical drafting and enforcement distinction.

Agreements entered before October 1, 2018, are generally governed by common law standards rather than the statutory framework, but enforceability still requires reasonableness in duration, geography, and scope.

Our Services 

We approach restrictive covenant disputes as commercial litigation that requires speed, evidence discipline, and a strategy that fits the business objective. Employers often need to protect customer relationships and information without overreaching. Employees and executives often need to keep working while complying with enforceable obligations and defending against inflated allegations.

Here’s how we help:

Employment agreement drafting and review

We draft and negotiate employment agreements and restrictive covenants designed to be enforceable in Massachusetts and aligned with the client’s business reality. That includes noncompete agreements compliant with M.G.L. c. 149, § 24L where appropriate, customer and employee nonsolicitation clauses, confidentiality provisions, invention assignment clauses, forfeiture-for-competition provisions, and separation agreements.

Risk review before a key hire or key departure

Many disputes can be avoided or controlled by planning ahead. For employers, that includes compliant onboarding practices, properly executed agreements, clear policies on confidential information, and exit protocols. For executives and employees, that includes reviewing agreements before resignation, understanding the scope of restrictions, and avoiding mistakes with company devices, data, and customer communications.

Demand letter strategy and cease-and-desist response

Restrictive covenant disputes frequently begin with a demand letter threatening immediate litigation. We respond with a record-focused approach that protects leverage, avoids unnecessary admissions, preserves options, and positions the matter for resolution or litigation.

Emergency litigation and injunctive relief

When injunctive relief is necessary, we move quickly. That includes building a clean factual record with supporting evidence, identifying the right claims (breach of contract, trade secret misappropriation, unfair competition), preparing verified complaints and supporting affidavits, and getting ready for a rapid TRO or preliminary injunction hearing.

Trade secret litigation and evidence protection

In trade secret cases, we pursue and defend claims under Massachusetts trade secret law (M.G.L. c. 93, §§ 42 to 42G) and, where appropriate, the federal Defend Trade Secrets Act (18 U.S.C. § 1836). We also focus on practical measures courts expect: preserving devices, securing system logs and download records, obtaining expedited discovery, and using appropriate protective orders for confidential information.

Defense strategy for employees and executives

Many restrictive covenant claims are filed for leverage or based on overbroad interpretations of agreements. A strong defense can narrow the dispute early, challenge unenforceable restrictions under M.G.L. c. 149, § 24L, contest trade secret designations, and force the dispute back onto provable facts rather than speculation.

Negotiated resolutions that reduce repeat risk

Many matters resolve through structured agreements that address what the parties actually care about: limited customer restrictions for a defined period, clear confidentiality obligations, return of information certifications, and separation terms that reduce the chance of a second dispute.

Compliance counseling and departure protocols

Advising employers on proper onboarding and offboarding procedures, confidential information protection, and enforcement decisions. Advising executives and employees on compliance with existing agreements while transitioning to new opportunities.

Who We Serve

We represent clients on both sides of employment agreement and restrictive covenant disputes, with an emphasis on advising and defending employers. These disputes often involve high-value customer relationships, sensitive business information, and real-time competitive harm.

Our clients commonly include:

• Employers and management teams. Closely held businesses and growing companies that need to protect customer relationships, confidential information, pricing strategies, and workforce stability through enforceable restrictive covenants and proportional litigation strategy.
• Construction and project-driven businesses. Employers where customer relationships, bidding information, subcontractor pricing, project management approaches, and field leadership are critical competitive assets, and where a key departure can trigger immediate harm.
• Professional services and sales-driven organizations. Businesses where disputes often turn on customer ownership questions, commission structures, book of business allocation, and whether customer lists, pricing information, or business strategies qualify as confidential information or trade secrets.
• Technology, health care, and life sciences companies. Employers with proprietary processes, formulas, algorithms, product development information, and technical know-how that require protection through confidentiality agreements and trade secret litigation when necessary.
• Executives and employees. Individuals who need clear advice about enforceable obligations under Massachusetts or Rhode Island law, resignation planning, new employment negotiation, and how to defend against noncompete, nonsolicitation, or trade secret allegations while continuing their careers.

If you’re searching for a noncompete attorney in Massachusetts or Rhode Island, a restrictive covenant lawyer in Boston or Providence (or beyond), or counsel for a trade secret dispute, the critical factors are the same: understanding what M.G.L. c. 149, § 24L requires, what the agreements actually say, what the evidence shows, and how quickly you act.

The CLP Approach

Restrictive covenant disputes are won by controlling the evidence early. We start by identifying the real objective: stopping competitive harm, protecting confidential information, preserving customer relationships, or allowing a clean career transition. We then secure the proof: the employment agreements, the departure communications, the system access history, the download logs, and the timeline of competitive conduct and customer contact.

From there, we build a strategy that fits the forum and the remedy. Some matters call for immediate emergency injunctive relief in Superior Court. Others call for fast negotiated resolution with tight verification terms. In noncompete disputes governed by the Massachusetts Noncompetition Agreement Act, we focus early on whether statutory requirements were met, whether garden leave was properly provided, and whether the restriction is tailored to legitimate business interests. In trade secret cases, we focus on whether the information qualifies as a trade secret under M.G.L. c. 93, § 42, what steps were taken to protect it, and what the evidence shows about misappropriation, use, and threatened disclosure.

Representative Experience 

CLP attorneys have represented Massachusetts employers in restrictive covenant and trade secret disputes involving customer solicitation allegations, confidential information misuse, competitive hiring, and emergency requests for injunctive relief under M.G.L. c. 149, § 24L and M.G.L. c. 93, §§ 42 to 42G. We’ve also represented executives and employees in defending against noncompete enforcement actions and trade secret claims, and in negotiating practical resolutions that allowed continued employment while addressing legitimate business concerns through narrowed restrictions and verification protocols.

Talk With a Massachusetts Noncompete and Restrictive Covenant Lawyer

If you’re dealing with a noncompete dispute, a nonsolicitation dispute, a confidentiality breach allegation, or a trade secret issue, delay usually costs leverage. Evidence disappears. Customers get contacted. Employees get recruited. Competitive damage accumulates.

A focused review of the employment agreements, the departure timeline, and the data trail can clarify risk, enforceability under Massachusetts law, and the fastest path to resolution or emergency relief.

Contact Cole Law Partners, P.C. to discuss your matter and develop a practical plan for employment agreement drafting, separation strategy, emergency litigation, trade secret protection, or restrictive covenant defense.