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Non-competition, non-solicitation and confidentiality agreements

An employer can’t rely on a noncompetition agreement to restrain employees from using their skills and general knowledge

An employee’s agreement not to compete with his or her employer is only enforced under Massachusetts law to the extent necessary to protect the employer’s legitimate business interests. Legitimate business interests include guarding against the release or use of trade secrets or other confidential information. Protection of the employer from ordinary competition is not a legitimate business interest. The employer has the burden of proving that the agreement protects legitimate business interests and thus is enforceable.

An employer may prevent an employee, upon termination of employment, from using, for his or her own advantage or that of a rival and to the harm of the employer, confidential information gained by him during employment. However, the employer may not prevent employees from using the skill and general knowledge acquired through their employment. Massachusetts courts have ruled that the right of employees to use their general knowledge, experience, memory and skill promotes the public interest in labor mobility and employees’ freedom to practice their profession.

Pamela A. Smith
Law Office of Pamela A. Smith
233 Needham Street, Suite 540
Newton, MA 02464


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