the restrictive covenants under the more stringent requirements mandated by the commonwealth of massachusetts before you are an invasive hired my client mr bay as a direct employee of selling spinal this transition in very old new roles new responsibilities changes in compensation structure changes in taxation and changes in legal status from an employer we need to an independent contractor the legal standard for deciding which law to apply is articulated by the restatement of our concept of a been adopted by the massachusetts supreme court in the oxford case i don't want to cut you off from making but i think that in the looking at the material change doctrine the key language of the court to look at is the relationship between the parties who whether or not the relationship has been substantially changed were modified in any way and i and it's our contention that a reading of a material change doctrine to limited only to the employee context and not something broader or in more depth than that would be incorrect legislative action starting with new non competition agreement act and then we had a more specific public policy related to the material change doctrine which the court gave a cursory review to determine that the material change doctrine represented a fundamental public policy of a state with a material a very materially greater interest in this case and here it is not that employment relationship terminating new faces and rival medical i'll see entered into a sales agreement mr day by his own declaration to the district court says he was an employee of writer matt hall and he even characterize terminates and of the parties there's some other type of arrangement in the industry that we're talking about here and that medical device industry it is not unusual for that i mean if actuary to contract with distributors and distributors then hire their own sales associates and operate as a as a separate company or entity that's what happened here the defendant wanted to transition out of being an employee  relationship with new the surprise that after signing a compliance agreement and in fact you owners we don't even need to get to the question of terminations it is an interesting question that we don't even have to get to that question because the superior court and massachusetts has said that that states i understand and agree that any subsequent changes or changes in my duties salary or compensation will not affect the let it be or scope of this are going met so even if we were to noted that on page eight of the memorandum an order noted that the employment agreement contained a clause that said it would continue on even if there were changes in the terms of employment conditions  so we've got there's two reasons that the material changed option would not apply here but beyond that given that the superior point in massachusetts has said that parties can contract around a material change doctrine it really cuts issue in this regulation the legislature passed the massachusetts not compete agreement act which sets out requirements and employee and non compete agreement to be valid in a st of all the legislation applies only to employee non compete that the non computer add to it represents a fundamental part of the policy of the commonwealth is simply not applicable here so that leaves us with a material change doctrine and again there are no cases in massachusetts that state that the material change doctrine represents a fundamental public policy barring it being a fundamental part of the policy then clarke was correct in applying delaware law because it passes the st year the analysis those are a substantial relationship between the parties in delaware because delaware state of incorporation and all said that there was a reasonable basis for choosing that wrong because delaware has a role stablish body of contract and even if it did even if there was even a question about whether the material changed doctrine but presented a fundamental problem of policy we know that massachusetts superior courts have enforced non computer agreements where the agreement itself expressed a contract around a material change doctrine we've got that here and we also can look at that and say if it's a fundamental public policy then the parties would not be allowed to contract around it