## Facts

- Aspect Software, Inc., a customer-contact-center software company, maintained confidential information and trade secrets, including product roadmaps, development timelines, R&D budgeting, and business strategies.
- Gary Barnett served as a senior executive at Aspect (including EVP of R&D and CTO) and was one of four executive vice presidents, with access to high-level strategic and technical information.
- Barnett signed an employment agreement containing a noncompetition clause requiring that, for one year after termination, he not participate in any business where he would be “reasonably likely to employ, reveal, or otherwise utilize” Aspect’s trade secrets.
- In 2011, Barnett accepted employment with Avaya, a competitor, as general manager of Avaya’s contact-center business unit, a role substantially similar to his prior responsibilities at Aspect.
- Avaya knew of the noncompetition clause and instructed Barnett not to disclose Aspect information, but Aspect alleged the nature of Barnett’s role created a serious risk of trade secret use or disclosure.
- Aspect sued for breach of contract and moved for a preliminary injunction to enforce the noncompetition clause.

## Issues

1. Whether Aspect showed a likelihood of success on the merits that the noncompetition clause was valid and enforceable under Massachusetts law.
2. Whether Barnett’s employment in a substantially similar executive role at a direct competitor made it “reasonably likely” he would use or disclose Aspect’s trade secrets.
3. Whether Aspect faced irreparable harm absent an injunction, and whether the balance of equities and public interest favored preliminary relief.

## Decision

- The court granted Aspect’s motion for a preliminary injunction.
- The court found Aspect was likely to succeed on its breach-of-contract claim and that the “reasonably likely” trade-secret-focused restriction was sufficiently definite and reasonable.
- The court found a substantial risk of irreparable harm from likely trade secret use or disclosure in Barnett’s Avaya role, notwithstanding Avaya’s internal directives.
- The injunction barred Barnett during the one-year restricted period from working in positions at Avaya (or other competitors) where he would be reasonably likely to employ, reveal, or use Aspect’s trade secrets.

## Legal Principles

- A preliminary injunction requires showing: (1) likelihood of success on the merits, (2) likelihood of irreparable harm without relief, (3) favorable balance of equities, and (4) consistency with the public interest.
- Under Massachusetts law, a noncompetition agreement is enforceable when reasonable in time, scope, and (as applicable) geography, necessary to protect legitimate business interests such as trade secrets, and not contrary to public policy.
- A restriction tied to the likely use or disclosure of trade secrets can be enforceable when it is objectively framed and narrowly directed to protecting confidential information rather than preventing ordinary competition.
- Trade secret misuse or disclosure may constitute irreparable harm because competitive injury from disclosure is difficult to quantify and cannot be fully remedied after the fact.
- Employer-imposed confidentiality instructions at the new job may be insufficient to eliminate the risk of trade secret use where the employee assumes a high-level strategic role in a directly competing business.

## Conclusion

The court enforced a one-year, trade-secret-centered noncompetition clause against a former top executive who moved to a direct competitor in a substantially similar leadership role, concluding that the contract was likely enforceable and that the risk of trade secret use or disclosure warranted preliminary injunctive relief.


Aspect Software, Inc. v. Barnett, 787 F. Supp. 2d 118 (D. Mass. 2011)