Legal Question in Real Estate Law in Massachusetts

I am looking to start my own brokerage in the Allston area of Boston, but I signed this form below. Before I entered the firm, my brokerage did not compete in the Allston area. Do I have any ground to challenge the non-compete, arguing that the work that I put in resulted in the firm's growth in the area I want to open my firm in and I should have the right to conduct business?

1.

Noncompetition.

1 . 1 Contractor represents and warrants that, as of the date hereof he is not a

party to any agreement or arrangement that would require him to conduct activities in the Field

for another party that would prevent him from carrying out his obligations to the Company under

this Agreement. During the Consultation Period, Contractor shall immediately disclose to the

Company the occurrence of either of the activities described in the preceding sentence. If

Contractor fails to notify the Company of such activities within thirty (30) days of the occurrence

thereof, the Company shall have the right to terminate this Agreement.

1 . 1 Contractor understands the confidential nature of the information and

materials he will acquire or develop in performing his services under this Agreement. Contractor

acknowledges that if such information or materials were revealed to competitors of the Company,

then such disclosure could cause damage to the Company and agrees that Contractor shall not

disclose, during the Consultation Period and thereafter, any Proprietary Information to

competitors of the Company.

1 . 1 Contractor agrees that during the term of this Agreement and thereafter for

a period of two (2) years, Contractor shall not, directly or indirectly, (i) solicit, divert, or take

away, or attempt to divert or take away, the business or patronage of any actual or prospective

clients, customers, or accounts of the Company, or (ii) recruit, solicit, or hire any employee or

Contractor of the Company, or induce or attempt to induce any employee or Contractor of the

Company, to discontinue his or her relationship with the Company.

1.2

Contractor agrees that during the Consultation Period and for a period

of two (2) years after termination of this Agreement for any reason, I shall not, without the

Company�s prior written consent, which shall not be unreasonably withheld, become involved,

as a principal, director, agent, officer, employee, consultant, partner, or holder of more than 5%

of the outstanding capital stock of any business enterprise that conducts in Allston or Brighton,

Massachusetts activities in the area of real estate rentals or sales or activities that are competitive

with the Company.

1.

Notices. All notices required or permitted under this Agreement shall be in

writing delivered by a recognized national overnight courier, personal delivery, or facsimile

transmission and shall be deemed effective upon receipt. The parties shall designate their

addresses and facsimile numbers.

1.

Entire Agreement. This Agreement, including all schedules and exhibits attached

hereto, constitutes the entire agreement between the parties and supersedes all prior agreements

and understandings, whether written or oral, relating to the subject matter of this Agreement.

1.

Amendment. This Agreement may be amended or modified only by a written

instrument executed by both the Company and Contractor.

1.

Governing Law. This Agreement shall be construed, interpreted and enforced in

accordance with the laws of the Commonwealth of Massachusetts.

Successors and Assigns. This Agreement shall be binding upon, and inure to the

1.

benefit of, both parties and their respective successors and assigns, including any corporation

with which, or into which, the Company may be merged or which may succeed to its assets or

business, provided, however, that the obligations of Contractor are personal and shall not be

assigned by him.

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