“Full Time and Attention” Clauses

Chip Collins has written an interesting post on “full time and attention” clauses in employment contracts.  These clauses often state that an employee must devote his or her “full time and attention” to the employer’s business, i.e., the employee cannot engage in other work, including side businesses or preparing to compete with the employer, during the course of the employment.  Massachusetts employers might benefit from including these provisions in employment contracts in addition to non-compete, non-solicit, and non-disclosure provisions.  This is because “[n]o case [in Massachusetts] stands for the proposition that a current or former employee, even one subject to a noncompetition agreement or duty of loyalty, may not prepare to compete with his or her employer.”  Brooks Automation, Inc. v. Blueshift Technologies, Inc., No. 06-P-1063, 2007 WL 1713370, *2 (Mass. App. June 14, 2007) (unpublished).  By adding the provision, though, the employer can show a court that the employee agreed not to prepare to compete with the employer, adding, as Collins put it, “another arrow in the employer’s quiver.”

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