Are employee non-compete agreements enforceable in Utah?
Yes, but on a short leash. Utah enforces employee non-competes when they satisfy both the statute and the common law, yet the Post-Employment Restrictions Act caps any post-employment non-compete entered on or after May 10, 2016 at one year and voids anything longer .
The result is a two-layer test. The statute sets a hard ceiling on duration, and the common-law Rose Park framework still governs everything else: consideration, good faith, a legitimate protectable interest, and reasonable limits on time and area .
Because the statute supplements rather than replaces the common law, a covenant that fits inside the one-year cap can still fail if it is unreasonable or protects nothing more than ordinary competition .
Do not treat compliance with the one-year cap as the whole analysis. A Utah non-compete must clear the statutory ceiling and the common-law reasonableness test; satisfying one does not cure a defect in the other.
Sources for this answer
Primary law
A.1 Utah Code § 34-51-201Utah Code § 34-51-201 supports the one-year statutory ceiling on post-employment non-competes entered on or after May 10, 2016.
an employer and an employee may not enter into a non-compete agreement for a period of more than one year from the day on which the employee is no longer employed by the employer.
See Utah Code Ann. § 34-51-201(1)(a).
Case law · 2024-10-03
A.2 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports Utah's four-part common-law test for restrictive covenants: consideration, good faith, protection of goodwill, and reasonable time and area limits.
These requirements are: (1) the covenant must “be supported by consideration,” (2) “no bad faith” was involved “in the negotiation of the contract,” (3) the covenant must “be necessary to protect the goodwill of the business,” and (4) the covenant must “be reasonable in its restrictions as to time and area.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Case law · 1982-03-23
A.3 Robbins v. FinlayRobbins v. Finlay supports the rule that a Utah non-compete is enforceable only if carefully drawn to protect the employer's legitimate interests, not ordinary competition.
Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer.
See Robbins v. Finlay, 645 P.2d 623 (Utah 1982).
How long can a Utah non-compete last before it is void?
One year. For non-competes entered on or after May 10, 2016, an employer and employee may not agree to a post-employment restriction longer than one year from separation, and a covenant that violates the cap is void.
The statute says void, not voidable. That word choice matters: the legislature treated an over-length covenant as a nullity from the start, which is a strong textual signal that a court cannot simply trim a two-year covenant down to a lawful twelve months .
Broadcasting is the one narrow statutory exception with its own rules. A non-compete between a broadcasting company and a broadcasting employee is valid only if the employee is an exempt broadcasting employee, the covenant sits inside a written contract of reasonable duration, and the company either terminates for cause or the employee breaches .
A covenant drafted for eighteen months or two years should not be expected to be trimmed to one year by a Utah court; the statute makes it void, and trying to enforce it exposes the employer to the statute's fee-shifting penalty. Draft to one year or less from the outset.
Sources for this answer
Primary law
B.1 Utah Code § 34-51-201Utah Code § 34-51-201 supports the one-year maximum duration for post-employment non-competes.
an employer and an employee may not enter into a non-compete agreement for a period of more than one year from the day on which the employee is no longer employed by the employer.
See Utah Code Ann. § 34-51-201(1)(a).
Primary law
B.2 Utah Code § 34-51-201Utah Code § 34-51-201 supports voiding any non-compete that exceeds the one-year limit.
A non-compete agreement that violates this Subsection (1) is void.
See Utah Code Ann. § 34-51-201(1)(c).
Primary law
B.3 Utah Code § 34-51-201Utah Code § 34-51-201 supports the limited broadcasting-employee exception with its own validity conditions.
a non-compete agreement between a broadcasting company and a broadcasting employee is valid only if: (i) the broadcasting employee is an exempt broadcasting employee; (ii) the non-compete agreement is part of a written employment contract of reasonable duration
See Utah Code Ann. § 34-51-201(2)(a).
What makes a Utah non-compete reasonable under the common law?
Utah applies the four-part Rose Park test: the covenant must be supported by consideration, negotiated without bad faith, necessary to protect the business's goodwill, and reasonable in its time and area restrictions .
Reasonableness is fact-specific, decided case by case on the particular circumstances rather than a fixed formula . The covenant must protect a real interest such as goodwill, confidential information, or extraordinary training, not merely shield the employer from a former employee's ordinary skills .
Good faith is a live part of the test, not a formality. The Court of Appeals noted that the good-faith prong could be implicated where an employer quickly hires and fires an at-will employee with the sole intent of binding them to a long restrictive covenant .
Tie the restriction to a specific, provable interest. A covenant that reaches an employee's general skills or ordinary competition, rather than the employer's goodwill or confidential information, risks being held unreasonable even within the one-year cap.
Sources for this answer
Case law · 2024-10-03
C.1 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports the four-part Rose Park reasonableness test for Utah restrictive covenants.
These requirements are: (1) the covenant must “be supported by consideration,” (2) “no bad faith” was involved “in the negotiation of the contract,” (3) the covenant must “be necessary to protect the goodwill of the business,” and (4) the covenant must “be reasonable in its restrictions as to time and area.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Case law · 2024-10-03
C.2 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports the rule that reasonableness of a restrictive covenant is assessed case by case on its particular facts.
The reasonableness of the restraints in a restrictive covenant is determined on a case-by-case basis, taking into account the particular facts and circumstances surrounding the case and the subject covenant.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Case law · 1982-03-23
C.3 Robbins v. FinlayRobbins v. Finlay supports limiting enforceable non-competes to those carefully drawn to protect the employer's legitimate interests.
Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer.
See Robbins v. Finlay, 645 P.2d 623 (Utah 1982).
Case law · 2024-10-03
C.4 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports treating the good-faith prong as a meaningful check, implicated by a quick hire-and-fire used to bind an employee to a long covenant.
Addressing the employee’s concerns about potential inequities, the court reasoned that the good faith prong of the noncompete analysis might be implicated if an employer quickly hires and fires an at will employee with the sole intent of binding that employee to a long restrictive covenant.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Is continued or at-will employment enough consideration for a Utah non-compete?
Yes. Utah departs from the stricter national trend: an offer of employment, including continued at-will employment, can be sufficient consideration for a non-compete, even when the employee signs after starting work .
This rule traces back to Allen v. Rose Park Pharmacy, where the Utah Supreme Court upheld a covenant despite the employee's argument that an at-will contract lacked consideration, reasoning that a contract does not lack mutuality merely because its terms are harsh or unequal . In 2024, the Court of Appeals reaffirmed the point, calling it settled Utah law .
Utah employers do not need fresh consideration such as a bonus or promotion to bind an existing at-will employee, but the good-faith prong still applies; a covenant extracted through a sham hire-and-fire can fail on that ground rather than on consideration.
Sources for this answer
Case law · 2024-10-03
D.1 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports the rule that an offer of employment can constitute consideration for a Utah non-compete.
Regardless of what other jurisdictions have held, it’s settled in Utah that an offer of employment can constitute consideration for a noncompete agreement.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Case law · 1951-11-19
D.2 Allen v. Rose Park PharmacyAllen v. Rose Park Pharmacy supports upholding a non-compete in an at-will contract, reasoning that a contract is not invalid merely because its terms are harsh or unequal.
a contract does not lack mutuality merely because its terms are harsh or its obligations unequal, or because every obligation of one party is not met by an equivalent counter obligation of the other party.
See Allen v. Rose Park Pharmacy, 237 P.2d 823 (Utah 1951).
Case law · 2024-10-03
D.3 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports applying the good-faith prong to a quick hire-and-fire used to bind an employee to a long covenant.
Addressing the employee’s concerns about potential inequities, the court reasoned that the good faith prong of the noncompete analysis might be implicated if an employer quickly hires and fires an at will employee with the sole intent of binding that employee to a long restrictive covenant.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
How do Utah courts judge a non-compete's geographic scope?
By the employer's actual market, not by arbitrary mileage. A restrictive covenant is generally enforceable if it covers an area no greater than the territory the business actually serves .
That makes scope proportional. A purely local employer cannot lock down the whole state, but a genuinely national business can support a national restriction. In England Logistics, the Court of Appeals rejected the argument that a nationwide scope was unreasonable, because the refrigerated-trucking employer's operations themselves ran coast to coast .
A nationwide non-compete is not automatically overbroad in Utah, but the employer must be able to prove a matching national footprint; a wide geographic clause untethered from where the business actually competes remains vulnerable.
Sources for this answer
Case law · 2024-10-03
E.1 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports tying enforceable geographic scope to the area the business actually serves.
a restrictive covenant is generally enforceable if it specifies an area no greater than that to which the business extends.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
Case law · 2024-10-03
E.2 England Logistics, Inc. v. Kelle's Transport Service, LLCEngland Logistics supports the appellate holding that a nationwide geographic scope was not unreasonable where the employer's operations are themselves national.
We disagree with the assertion that the geographic scope was unreasonable.
See England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.
What happens if an employer tries to enforce an unenforceable non-compete?
The employer pays. If an employer pursues arbitration or a civil action to enforce a non-compete that is then found unenforceable, the statute makes the employer liable for the employee's arbitration costs, attorney fees and court costs, and actual damages .
This asymmetric fee-shifting is the teeth of the Act. It applies not only to non-competes but also to healthcare non-competes, nondisclosure clauses, and nonsolicitation agreements that an employer tries and fails to enforce . The practical effect is to discourage employers from using overbroad covenants as a low-cost deterrent.
Before sending an enforcement demand or filing suit on a Utah non-compete, weigh the downside: losing on enforceability does not just void the clause, it transfers the employee's fees, costs, and damages to the employer .
Sources for this answer
Primary law
F.1 Utah Code § 34-51-301Utah Code § 34-51-301 supports employer liability for the employee's arbitration costs, attorney fees, court costs, and actual damages when an enforced covered agreement or clause is found unenforceable.
the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages.
See Utah Code Ann. § 34-51-301.
Do Utah's one-year cap and penalties apply to non-solicitation and nondisclosure agreements?
The one-year cap does not, but the penalty can. The Act's definition of a non-compete agreement expressly excludes nonsolicitation, nondisclosure, and confidentiality agreements, so those covenants are not bound by the one-year cap and instead answer to the common-law reasonableness test.
The statutory non-compete is narrow: an agreement that the employee will not compete by providing a product, process, or service similar to the employer's . Because non-solicits and NDAs fall outside that definition, they can run longer than a year, but a clause that is a non-compete in everything but name can still be treated as one and pulled back under the cap.
The carve-out is from the one-year cap, not from the Act's enforcement penalty. If an employer pursues and loses an enforcement action on a nondisclosure clause or nonsolicitation agreement, § 34-51-301 still shifts the employee's arbitration costs, attorney fees, and actual damages onto the employer .
Label is not protection. A nonsolicitation or confidentiality clause drafted so broadly that it effectively blocks the employee from working in the field invites a court to treat it as a de facto non-compete, reimposing the one-year cap and the fee-shifting exposure.
Sources for this answer
Primary law
G.1 Utah Code § 34-51-102Utah Code § 34-51-102 supports the statutory definition of a non-compete agreement as an agreement not to compete by providing a similar product, process, or service.
“Non-compete agreement” means an agreement, written or oral, between an employer and employee under which the employee agrees that on or after the day on which the employer no longer employs the employee, the employee, either alone or as an employee of another person, will not compete with the employer in providing a product, process, or service that is similar to the employer's product, process, or service.
See Utah Code Ann. § 34-51-102(8)(a).
Primary law
G.2 Utah Code § 34-51-102Utah Code § 34-51-102 supports excluding nonsolicitation, nondisclosure, and confidentiality agreements from the statutory non-compete definition.
“Non-compete agreement” does not include: (i) a nonsolicitation agreement; (ii) a nondisclosure agreement; or (iii) a confidentiality agreement.
See Utah Code Ann. § 34-51-102(8)(b).
Primary law
G.3 Utah Code § 34-51-301Utah Code § 34-51-301 supports that the fee-shifting penalty reaches a nondisclosure clause or nonsolicitation agreement an employer unsuccessfully tries to enforce, even though those clauses are outside the one-year cap.
the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages.
See Utah Code Ann. § 34-51-301.
Are sale-of-business and severance non-competes exempt from the one-year cap?
Yes. The Act does not prohibit a reasonable severance agreement agreed in good faith at or after termination, nor a non-compete tied to the sale of a business where the restricted person receives value from the sale.
These exceptions exist because the situations differ from ordinary employment. A buyer paying for a business's goodwill needs to protect that investment, and a negotiated severance is a freely bargained exchange. Both can run longer than the one-year employment ceiling.
The exceptions remove the statutory cap, not the common-law test. A severance-based covenant still remains subject to common-law reasonableness, so an unbounded duration or scope can still fail.
Sources for this answer
Primary law
H.1 Utah Code § 34-51-202Utah Code § 34-51-202 supports the exception for a reasonable severance agreement that includes a non-compete agreed in good faith at or after termination.
a reasonable severance agreement mutually and freely agreed upon in good faith at or after the time of termination that includes a non-compete agreement or a healthcare non-compete agreement
See Utah Code Ann. § 34-51-202(1)(a).
Primary law
H.2 Utah Code § 34-51-202Utah Code § 34-51-202 supports the sale-of-business exception where the restricted individual receives value related to the sale.
a non-compete agreement or a healthcare non-compete agreement related to or arising out of the sale of a business, if the individual subject to the non-compete agreement or healthcare non-compete agreement receives value related to the sale of the business.
See Utah Code Ann. § 34-51-202(1)(b).
Primary law
H.3 Utah Code § 34-51-202Utah Code § 34-51-202 supports that a severance agreement remains subject to common-law requirements even when exempt from the statutory cap.
a severance agreement remains subject to any requirements imposed under common law.
See Utah Code Ann. § 34-51-202(2).
Are non-competes banned for healthcare workers and veterinarians in Utah?
Yes, as of May 6, 2026. A person and a healthcare worker may not enter into a healthcare non-compete agreement, and a person and a veterinarian may not enter into a veterinarian non-compete agreement unless the veterinarian holds at least a 5% ownership interest in the business.
The bans reach beyond pure non-competes. From the same date, a healthcare nonsolicitation agreement may not prevent a healthcare worker from telling a patient where they currently or will work . Healthcare worker is a defined statutory term tied to specific clinical licenses, and the ban's coverage turns on whether the worker's role actually requires practicing under that license .
Treat the May 6, 2026 healthcare and veterinarian provisions as the current rule, not pending legislation; they are codified in the Post-Employment Restrictions Act and took effect on that date. The bans apply to agreements entered into on or after May 6, 2026, so audit your templates and any covenant with clinical staff or veterinarians that you sign, renew, or amend on or after that date.
Sources for this answer
Primary law
I.1 Utah Code § 34-51-201Utah Code § 34-51-201 supports the prohibition on healthcare non-compete agreements on or after May 6, 2026.
On or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement.
See Utah Code Ann. § 34-51-201(1)(b).
Primary law
I.2 Utah Code § 34-51-201Utah Code § 34-51-201 supports the prohibition on veterinarian non-compete agreements on or after May 6, 2026.
on or after May 6, 2026, a person and a veterinarian may not enter into a veterinarian non-compete agreement.
See Utah Code Ann. § 34-51-201(3)(a).
Primary law
I.3 Utah Code § 34-51-201Utah Code § 34-51-201 supports the 5% ownership exception to the veterinarian non-compete ban.
Subsection (3)(a) does not apply if the veterinarian has at least a 5% ownership interest in the person's business.
See Utah Code Ann. § 34-51-201(3)(b).
Primary law
I.4 Utah Code § 34-51-203Utah Code § 34-51-203 supports prohibiting a healthcare nonsolicitation agreement that bars a worker from informing patients of their current or future place of employment.
On or after May 6, 2026, a person and a healthcare worker may not enter into nonsolicitation agreement that prevents a healthcare worker from informing a patient of any of the following: (a) the healthcare worker's current place of employment; or (b) the healthcare worker's future place of employment.
See Utah Code Ann. § 34-51-203(1).
Primary law
I.5 Utah Code § 34-51-102Utah Code § 34-51-102 supports that a healthcare worker does not include a license-holder whose role does not require practicing under the scope of that license.
“Healthcare worker” does not include an individual: (i) who holds a license described in Subsection (5)(a)(i) through (xxxiii) ; and (ii) whose employment or contractual agreement does not require or involve practicing under the scope of the individual's license.
See Utah Code Ann. § 34-51-102(5)(b).
Will a Utah court blue-pencil or rewrite an overbroad non-compete?
Probably not for the duration problem, and the broader reformation question is unsettled. The statute makes an over-length covenant void rather than voidable, which most commentary reads as stripping courts of the power to trim it to a lawful term .
For overbreadth in scope or activity, Utah's common law has historically been reluctant to rewrite restraints, preferring to enforce only covenants that were carefully drawn in the first place . There is no modern Utah Supreme Court decision squarely reconciling the equitable blue-pencil doctrine with the 2016 statute's void language, so the safest assumption is that a Utah court will not rescue a defective covenant.
Do not rely on a savings or reformation clause to backstop an overbroad Utah non-compete. The statutory void rule for over-length covenants and the common-law preference for carefully drawn restraints both cut against judicial rewriting.
Sources for this answer
Primary law
J.1 Utah Code § 34-51-201Utah Code § 34-51-201 supports treating an over-length covenant as void, which weighs against judicial narrowing of duration.
A non-compete agreement that violates this Subsection (1) is void.
See Utah Code Ann. § 34-51-201(1)(c).
Case law · 1982-03-23
J.2 Robbins v. FinlayRobbins v. Finlay supports the common-law preference for enforcing only carefully drawn covenants that protect legitimate interests, rather than covenants that merely restrain ordinary competition.
Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer.
See Robbins v. Finlay, 645 P.2d 623 (Utah 1982).
Does the restricted period toll or extend during breach or litigation in Utah?
Utah has no statute or staged case squarely deciding judicial tolling, but the structure of the Act cuts hard against an extension clause. Because a non-compete may not exceed one year and a longer one is void, a clause that lengthens the restricted period during breach or litigation risks pushing the covenant past the statutory ceiling and voiding it.
The one-year cap is measured from the day employment ends, not from the day the employee stops competing . An extension-on-breach or tolling clause that keeps the restriction alive while litigation runs is therefore in direct tension with that fixed measuring point, and the void consequence applies to any covenant that exceeds one year .
No source in this corpus resolves whether a Utah court would order equitable tolling for a covenant that already complies with the one-year cap, so that narrower question should be treated as open.
Do not draft a Utah non-compete that tolls or extends during breach or litigation past the one-year mark. The statute fixes the period at one year from separation and voids longer covenants, so an extension clause is a concrete overbreadth and void risk, not a safe equitable backstop.
Sources for this answer
Primary law
K.1 Utah Code § 34-51-201Utah Code § 34-51-201 supports measuring the one-year limit from the day employment ends, constraining any tolling or extension that lengthens the period.
an employer and an employee may not enter into a non-compete agreement for a period of more than one year from the day on which the employee is no longer employed by the employer.
See Utah Code Ann. § 34-51-201(1)(a).
Primary law
K.2 Utah Code § 34-51-201Utah Code § 34-51-201 supports voiding any covenant that exceeds one year, which an extension-on-breach clause risks triggering.
A non-compete agreement that violates this Subsection (1) is void.
See Utah Code Ann. § 34-51-201(1)(c).
What can Utah employers use instead of a non-compete?
Utah employers can lean on nonsolicitation and nondisclosure agreements, which sit outside the statutory non-compete definition, and on the Utah Uniform Trade Secrets Act, which protects genuinely secret, valuable information independent of any covenant.
The trade-secret route has real remedies. Actual or threatened misappropriation may be enjoined, and a court may award exemplary damages up to twice the compensatory award for willful and malicious misappropriation. But the protection attaches to the secret information, not to competition generally, so it does not substitute for a covenant against working for a rival.
Keep confidentiality and trade-secret protections tied to actual secret information and reasonable secrecy efforts. A definition that sweeps in ordinary know-how will not qualify as a trade secret and a confidentiality clause that functions as a work ban can be recharacterized as a non-compete.
Sources for this answer
Primary law
L.1 Utah Code § 34-51-102Utah Code § 34-51-102 supports that nonsolicitation, nondisclosure, and confidentiality agreements are outside the statutory non-compete definition.
“Non-compete agreement” does not include: (i) a nonsolicitation agreement; (ii) a nondisclosure agreement; or (iii) a confidentiality agreement.
See Utah Code Ann. § 34-51-102(8)(b).
Primary law
L.2 Utah Code § 13-24-2Utah Code § 13-24-2 supports the trade-secret definition requiring independent economic value from secrecy and reasonable efforts to maintain secrecy.
derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
See Utah Code Ann. § 13-24-2(4).
Primary law
L.3 Utah Code § 13-24-3Utah Code § 13-24-3 supports enjoining actual or threatened trade-secret misappropriation.
Actual or threatened misappropriation may be enjoined.
See Utah Code Ann. § 13-24-3(1).
Primary law
L.4 Utah Code § 13-24-4Utah Code § 13-24-4 supports exemplary damages up to twice the compensatory award for willful and malicious trade-secret misappropriation.
If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under Subsection (1)
See Utah Code Ann. § 13-24-4(2).