In Massachusetts, non-competition agreements are frequently required of employees by employers.  These agreements must be reasonable both in terms of their geographic scope and in their duration.  Such an agreement will expire at the end of its stated term.  However, it is possible for the duration to be extended by the agreement of the parties.  Non-competition agreements may include a provision which provides for the tolling of the term due to litigation or willful employee conduct, such as concealment of the breach by the employee or theft of confidential information.  Some Massachusetts Courts have also extended the duration of a covenant not to compete based upon the conduct of the employee.

For questions about non-competition agreements in Massachusetts, or any other business questions, contact one of the Massachusetts business attorneys at the Franklin, Massachusetts law firm of Doherty, Ciechanowski, Dugan & Cannon, P.C.

A Confidentiality Agreement or Non-Disclosure Agreement is crucial for any Massachusetts business that wants to protect proprietary or confidential business information. A properly drafted agreement will clearly define the confidential information it is protecting: trade secrets, proprietary information, customer lists, pricing, source code, products, etc. In addition, the party receiving the information, an employee, business partner, customer, or independent contractor, will agree not to disclose and maintain the confidential information. Confidentiality or Non-Disclosure Agreements are crucial to protect information that has been developed at great time and expense, from falling into the hands of a competitor.

In general, Confidentiality and Non-Disclosure Agreements should be used whenever a business will be disclosing valuable confidential information. In particular, any business should present its employees and independent contractors, who have access to confidential information, with such an agreement. In addition, such an agreement should be used whenever a business sale is contemplated.

If you have questions about Massachusetts Business Law or Confidentiality or Non-Disclosure Agreements, please contact the business law attorneys at Doherty, Ciechanowski, Dugan & Cannon.

A written agreement between business owners is vitally important.  We have seen numerous lawsuits and disputes between business owners which paralyze a business, and eventually cause the business to fail as a result disputes that could have been avoided or easily resolved if the owners had not neglected to sign a “buy/sell” or other agreement when they first formed the business.  We have often met with clients who have told us their business partner was a family member or a lifelong friend with whom they thought they did not need to have a written agreement or that they would have been embarrassed to ask for such a written agreement.  This is unfortunate because even when you go into business with family or friends, a written agreement can help to set a clear direction for the business and help to avoid misunderstandings as to what the parties expect from each other.

Furthermore, even if the business owners do remain on good terms, death is one of life’s certainties and disability, divorce and other life changes are also common.  When a business owner dies, wants to retire, becomes disabled or gets divorced, if there is no written agreement in place that provides a means to protect the other owner, disasters can occur that lead to former spouses, children or heirs now having an involvement in the business that may lead to disruptions and the business shutting its doors.

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There are many forms of entities that a person can choose when starting a business.  If there is only to be one owner of the business, the business could be an unincorporated sole proprietor, a corporation, or a limited liability company.  We generally recommend that business owners use either the corporate format or the limited liability company format in order to protect themselves from personal liability.  The limited liability company does provide additional liability protections, but in certain circumstances there may be tax and other reasons why the corporate form may be better.  We discourage people from being sole proprietors as this leaves personal assets open to liability claims that arise from their business and vice versa.

If there is more then one owner of the business, a corporation, limited liability company or limited liability partnership should be used to avoid the business being treated as a partnership.  In partnerships, the partners are personally liable for the business debts incurred by their partners on behalf of the business.  Shareholders in a corporation and members of a limited liability company are not personally liable for any of the debts of the business or debts that the other owners of the business incur on behalf of business. Furthermore, the corporation or limited liability company as the case may be, is not liable for the personal debt of the shareholders or members.
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