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EMPLOYMENT LAW GUIDE: - page 56 / 134





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agreements. These agreements define the company’s confidential information that cannot be

disclosed or misused, and provide that all inventions made during the course of employment

belong to the employer. Be aware that confidential information cannot extend to information

that is in the public domain and thus the agreement should have an exception for information

that is publicly available. See Part I, Sections 1.5(A) and 1.6(B) above.


Contractual Non-Compete and Non-Solicitation Provisions

In the absence of a written agreement, a Massachusetts employee is generally free to

compete with her former employer. Many employers want non-compete and non-solicitation

agreements, particularly for technical, sales and management staff, to protect trade secrets,

confidential business information and goodwill, and to protect their customer base and

employees. Such agreements prohibit an employee while employed and after leaving the

company from competing with the employer for a specific period of time within a specified

geographical area, and also frequently restrict the employee from soliciting staff and some or

all customers for a specific period of time. When asked by an employer to enforce a

particular agreement, Massachusetts judges carefully scrutinize the terms of the restrictive

covenants to determine if they protect the legitimate business interests of the employer and

are reasonable in time and geographical scope. Employers with overbroad non-compete

agreements risk that a court will refuse to enforce the terms of the agreement or redefine

them. To lessen these risks, it is critical that restrictive covenants be drafted with care by

lawyers familiar with both the specific needs of the particular business and the parameters of

Massachusetts non-compete law. See Part I, Sections 1.5(A) and 1.6(B) above.


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