# Non-Compete Agreement Review Checklist — Utah[^about] A clause-by-clause reviewer checklist for Utah employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Post-Employment Restrictions Act's one-year cap, employer fee-shifting, and the 2026 healthcare and veterinarian bans. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way a Utah court would: the Post-Employment Restrictions Act caps the non-compete at one year from separation and voids anything longer, the common-law *Rose Park* test still governs everything the cap does not, and an employer that enforces and loses pays the employee's fees, costs, and damages. For the question-by-question legal analysis behind these items, see the [Utah non-compete practice note](/legal/non-compete/utah). - [ ] **Parties identified by name** (Recommended) — Confirm the named employer is the entity that actually employs the worker. Utah's statute regulates agreements between an employer and an employee, and its fee-shifting liability lands on the employer that pursues a failed enforcement action — a covenant papered with a parent or affiliate that never employed the worker muddies both who is bound and who bears that exposure. [#identify-parties] - [ ] **Effective date** (Recommended) — The date the covenant was entered does real sorting work in Utah: the one-year cap reaches non-competes entered on or after May 10, 2016, and the healthcare and veterinarian bans attach to agreements entered on or after May 6, 2026. An undated covenant leaves unclear which regime it answers to — pin the execution date down before anything else. [^ut-hc-ban-cover] [#identify-effective-date] - [ ] **Employee title** (Recommended) — Record the role with its actual duties, not just the title. Utah's healthcare-worker ban is license-based and functional — a license-holder whose job does not require practicing under that license falls outside the protected class — so what the worker actually does can decide whether a 2026-or-later covenant is banned outright. Title and duties also feed the common-law question of what protectable interest the worker really touches. [^ut-hc-worker-def-cover] [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that the governing state is stated. Restrictive-covenant outcomes swing hard on which law applies: the one-year cap, the *void* consequence, and the fee-shifting penalty all belong to Utah's statute, so a reviewer needs to know up front whether this agreement claims Utah law or is trying to route around it. [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Utah leaves confidentiality agreements outside the statutory non-compete definition, so this clause escapes the one-year cap — but only as long as it stays a confidentiality clause. Test the definition for breadth: language sweeping in the worker's general know-how or everything learned on the job edges the clause toward a work ban a court could recharacterize as a non-compete, cap and all. [^ut-carve-exclusion-defs] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Keep the trade-secret definition aligned with Utah's Uniform Trade Secrets Act: independent economic value from secrecy plus reasonable efforts to keep the information secret. A definition that annexes ordinary know-how will not qualify under the statute, and in Utah the trade-secret route is one of the main lawful substitutes for a non-compete — it deserves to be drafted to survive. [^ut-trade-secret-defs] [#define-trade-secrets] - [ ] **Restricted period capped at one year** (Prohibited) — For a non-compete entered on or after May 10, 2016, the restricted period must not run more than one year from the day employment ends — and a covenant that violates the cap is void, not trimmed. Check the defined Restricted Period and every covenant that references it: an eighteen-month or two-year non-compete term is a nullity in Utah, while non-solicits and NDAs sit outside the statutory definition and may run longer under common-law reasonableness. [^ut-one-year-defs][^ut-void-defs] [#cap-restricted-period-at-one-year] - [ ] **Restricted territory** (Recommended) — Tie the geography to the territory the business actually serves — that is Utah's measure. A purely local employer cannot lock down the state, while a genuinely national operation can support a national restriction, but only if the employer can prove the matching footprint. A territory drawn from ambition rather than the actual market is where reasonableness challenges start. [^ut-geo-defs] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — Bound the class to customers the worker actually served or dealt with during a stated look-back window. Utah's common law enforces restraints only as protection for goodwill and other legitimate interests, and a customer class covering the employer's entire book reads as a restraint on competition itself rather than on the relationships the worker could actually carry away. [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Keep the no-poach class to colleagues the departing worker actually worked with or supervised during the look-back window. Utah's statute does not cap non-solicits, which makes drafting discipline the only governor: a workforce-wide hiring ban dressed as a non-solicit is exactly the kind of clause a court could treat as a disguised non-compete. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — Name the interests with specificity — goodwill, confidential information, extraordinary training. Utah enforces covenants only when carefully drawn to protect the employer's legitimate interests rather than to shield it from ordinary competition, so a recital that names a real, provable interest is doing enforceability work, not decoration. [^ut-robbins-defs] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the genuinely competing activity in concrete terms. Utah's statutory non-compete concept is keyed to providing a product, process, or service similar to the employer's — a Competitive Business definition that balloons past what the employer actually offers both widens the restraint the common law must bless and invites the overbreadth finding the *void* rule punishes. [^ut-noncompete-def-defs] [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. A clause that technically forbids holding index funds or a few public shares in the industry restrains far more than any goodwill interest can justify, and gratuitous overbreadth is what Utah's careful-drawing standard exists to catch. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — A drafting convenience, not a requirement — many agreements inline the carve-out language instead of defining a capitalized term. If the term appears, confirm its ownership percentage matches the operative carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — Pin the term to conduct the worker initiates. Because Utah exempts nonsolicitation agreements from the one-year cap, the definition of soliciting is what keeps the clause inside that favored category — a version that also captures passively receiving inquiries or serving customers who call first behaves like a restraint on doing business, and stretches the exemption it depends on. [^ut-carve-exclusion-defs] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger covers resignation, dismissal, and expiration of a fixed term the same way. Utah's one-year ceiling is measured from the day the employee is no longer employed by the employer, so the definition of that day is the anchor of the whole duration analysis — ambiguity here is ambiguity about when the covenant dies. [^ut-one-year-defs] [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **When the agreement was signed** (Recommended) — Utah is generous on consideration: an offer of employment, including continued at-will employment, is settled as sufficient even when the worker signs after starting — no bonus or promotion needed. The acknowledgement should still pin down when the covenant was signed relative to hire, because the May 10, 2016 and May 6, 2026 statutory lines turn on when the agreement was entered, and the good-faith prong watches how the signing came about. [^ut-consideration-timing][^ut-allen-timing] [#acknowledge-timing] - [ ] **Chance to consult a lawyer** (Recommended) — No Utah statute demands it, but the common-law test has a live good-faith prong — the Court of Appeals flagged a quick hire-and-fire used solely to bind a worker to a long covenant as exactly the kind of conduct that prong could catch. A genuine opportunity to consult counsel, documented, is cheap evidence the negotiation was straight. [^ut-good-faith-timing] [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — Trade-secret obligations should last as long as secrecy does — that is how federal law defines the right, and Utah's own trade-secrets act works the same way. In a state that caps the non-compete at a single year, the perpetual trade-secret obligation is the long-tail protection the employer actually keeps; an expiry date on it gives away the one covenant the legislature left untouched. [^ut-dtsa-definition] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term, separate from the perpetual trade-secret track. Utah exempts confidentiality agreements from the one-year cap, but they still answer to common-law reasonableness — and a perpetual lid on non-secret information is the sort of overreach that invites a court to read the clause as a disguised restraint on working. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal law, fully applicable in Utah: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret suit against the worker. Because trade-secret protection and tight non-solicits carry so much of the load under Utah's capped-non-compete regime, giving away those remedies is an unforced error. [^ut-dtsa-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Confidentiality and non-disparagement language has to leave wages, hours, and working conditions discussable. Federal labor law protects that speech in Utah exactly as everywhere else, and the Board has been striking overbroad clauses in employee agreements. [^ut-nlra-section-7][^ut-mclaren-protected-activity] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Confirm the carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. No confidentiality clause can lawfully prevent compelled disclosure, and in Utah a clause that even purports to is one more data point for reading the agreement as overreaching when the rest of it comes under review. [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — Return-or-delete at separation, certified in writing. With Utah pushing employers toward trade-secret and confidentiality protection instead of long covenants, the certification is the cleanest contemporaneous evidence if protected material later surfaces at a competitor — and it matters most in exactly the cases where the one-year non-compete has already expired. [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional, and comparatively safe ground in Utah: nonsolicitation agreements are expressly outside the statutory non-compete definition, so the one-year cap does not bind this clause. Common-law reasonableness still does — keep it inside the Covered Employees class and a stated period, and remember that a failed attempt to enforce even a non-solicit triggers the statute's fee-shifting. [^ut-carve-exclusion-cov] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Also outside the cap, and often the employer's best protection once the non-compete year runs out. The trade-offs are the same: the clause must stay reasonable under the common law, scoped to actual customer contacts — and if the employer sues on it and loses, the statute hands the employee's arbitration costs, attorney fees, and actual damages to the employer. [^ut-fee-shift-cov] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing bars serving covered customers even when they call first — a restraint on doing business rather than on chasing it. That puts it close to the statutory definition of competing by providing a similar product or service, and a clause the statute would call a non-compete answers to the one-year cap regardless of the heading it sits under. Treat inclusion as a deliberate risk decision. [^ut-noncompete-def-cov] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — If this clause appears, it carries a two-layer burden: the statutory ceiling of one year from separation, and the full common-law reasonableness test — consideration, good faith, a goodwill interest, and reasonable time-and-area limits. Passing one layer does not cure a defect in the other, so route the review through the Utah statutory gates at the end of this checklist and then test reasonableness on the facts. [^ut-one-year-cov][^ut-rose-park-cov] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, the covenant should bind those instead of leaning on the open-ended Competitive Business definition. Utah's case law rewards exactly this: covenants survive when carefully drawn to the employer's legitimate interests, and a named list is the most legible form of careful drawing a reviewer will see. [^ut-robbins-cov] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares a stated period — and watch the breadth: a restriction on investing in any similar business operates as a restraint on competing, which in Utah drags the clause toward the capped, void-if-over-length category. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — Standard to include with a stated term, but audit the carve-outs: truthful testimony, statements to government agencies, and protected workplace speech must sit outside the clause. Federal labor law polices overbroad versions in Utah as everywhere — and an employer that tries to enforce an overreaching severance-package clause invites the same fee-shifting calculus the rest of this checklist tracks. [^ut-mclaren-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — The dedicated clause should state Utah's rule plainly: for agreements entered on or after May 6, 2026, a healthcare non-compete with a healthcare worker is off the table entirely, and a healthcare nonsolicitation agreement cannot stop the departing worker from telling patients where they currently work or will work next. Coverage turns on whether the role requires practicing under one of the listed clinical licenses — audit physician, nursing, and allied-clinical agreements against the gate at the end of this checklist. [^ut-hc-ban-phys][^ut-patient-comms-phys] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement or order blocks the new role. It earns its keep on Utah intake too: an incoming covenant signed elsewhere may exceed what Utah's cap and reasonableness rules would tolerate, and the representation surfaces that conflict before the first customer call rather than in discovery. [#require-no-conflicting-obligations-representation] ## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties} - [ ] **Notice to future employers** (Optional) — A genuine drafting choice with a Utah-sized hazard attached: an employer that escalates from a warning letter to arbitration or suit on a covenant that turns out to be unenforceable pays the employee's costs, fees, and actual damages. If the clause appears, condition any third-party notice on a covenant that actually survives the one-year cap and the reasonableness test — a void covenant is a poor thing to wave at a new employer. [^ut-fee-shift-notice] [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether the clock pauses during a breach — but in Utah, flag any extension mechanism on the non-compete as a void risk, not a safety net. The one-year cap is measured from the day employment ends, not from when the worker stops competing, so a tolling or extension-on-breach clause that pushes the restriction past the one-year mark collides with the statute's *void* consequence. Whether a court would equitably toll a covenant that stays inside the cap is an open question no staged Utah case resolves. [^ut-toll-one-year][^ut-toll-void] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — Look for the acknowledgement that breach may cause irreparable harm and that an injunction is appropriate relief. In Utah the strongest injunction story often runs through trade secrets rather than the covenant itself: the state trade-secrets act independently authorizes enjoining actual or threatened misappropriation, which survives long after the one-year non-compete window closes. [^ut-utsa-injunction] [#require-injunctive-relief-availability] - [ ] **Fee exposure if enforcement fails** (Recommended) — Read any fee clause against the statutory baseline Utah has already set: an employer that seeks arbitration or files suit to enforce a covenant later held unenforceable is liable for the employee's arbitration costs, attorney fees and court costs, and actual damages — whatever the contract says, and for NDAs and non-solicits as well as non-competes. A one-way employer fee provision cannot displace that rule; check that any fee-shifting is mutual and prevailing-party based, and treat the statute as a standing reason to vet enforceability before demanding anything. [^ut-fee-shift-remedies] [#account-for-employer-fee-exposure-on-failed-enforcement] ## Severability and reformation {#severability-and-reformation} - [ ] **Do not count on court rescue** (Avoid) — Read the savings clause as a risk signal, not a backstop. For duration, the statute makes an over-length non-compete *void* rather than voidable — strong textual ground for concluding a court cannot trim a two-year term to a lawful twelve months. For scope, Utah's common law has historically preferred enforcing only covenants carefully drawn at the outset over rewriting broad ones, and no modern Utah Supreme Court decision reconciles blue-penciling with the 2016 statute. An employer that drafts broad, banks on judicial repair, and loses also pays the employee's fees and damages. Expect covenants sized correctly from day one. [^ut-void-sev][^ut-careful-drafting-sev] [#draft-within-the-one-year-cap-rather-than-rely-on-reformation] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival keeps each clock independently checkable, and Utah's regime makes the clocks genuinely different: the non-compete dies at most one year after separation, trade-secret obligations run with secrecy, and non-solicits and confidentiality terms follow whatever reasonable period they state. A bundled survival clause that extends everything alike is where an over-length non-compete term hides. [^ut-one-year-survival] [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Confirm employer-side assignability to successors and that the worker cannot assign. Note the Utah wrinkle for deal lawyers: an assignment moves the covenant as it stands — capped at one year from the worker's separation and still subject to the reasonableness test — while a covenant genuinely arising out of the sale of a business, where the worker takes value from the sale, can sit on the separate sale-of-business footing reviewed in the gates below. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Governing law, venue, dispute process** (Recommended) — The agreement should specify governing law, venue, and dispute process. For a Utah workforce, scrutinize any clause that selects another state's law: the practical aim is usually to escape the one-year cap and the fee-shifting regime, and a reviewer should price in the risk that a court treats the cap and the *void* rule as policy a foreign-law clause cannot wash out. Arbitration clauses deserve a second look too — the statute's fee-shifting expressly covers the employee's arbitration costs when enforcement fails. [#specify-governing-law-and-venue] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Boilerplate with a Utah trap inside: the Act's rules attach based on when an agreement is entered, so a routine amendment or renewal that re-executes the covenant can pull an older agreement into the current regime — including the healthcare and veterinarian bans for clinical staff signed up again on or after May 6, 2026. Review the amendment mechanics so a template refresh does not quietly re-paper a banned covenant. [^ut-hc-ban-ea] [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Utah statutory gates (Post-Employment Restrictions Act) {#utah-statutory-gates} The five items below exist only on this Utah page: they implement the common-law reasonableness gate the statute leaves standing, the broadcasting-employee conditions, the sale-of-business and severance exemptions, the 2026 healthcare and veterinarian bans, and the de-facto-non-compete trap for non-solicits and NDAs. - [ ] **Common-law reasonableness test** (Required) — Run every non-compete through Utah's four-part common-law test, because clearing the one-year cap settles nothing else: the covenant needs consideration, a negotiation free of bad faith, necessity for protecting the goodwill of the business, and reasonable time-and-area limits. Reasonableness is decided case by case on the particular facts, so demand the file support each prong — what interest is protected, how the geography maps to the actual market, and how the signing came about. [^ut-rose-park-gate][^ut-case-by-case-gate] [#satisfy-rose-park-reasonableness-test] - [ ] **Broadcasting employee conditions** (Required) — If the worker is a broadcasting employee, the covenant answers to its own statutory validity conditions: the employee must qualify as an exempt broadcasting employee under the statute's definitions, the non-compete must sit inside a written employment contract of reasonable duration, and the restriction operates only where the company terminates for cause or the employee breaches the contract. Check each condition against the paper — a broadcasting covenant missing any one of them is not valid, full stop. [^ut-broadcasting-gate] [#gate-broadcasting-employee-non-competes] - [ ] **Longer than one year? Sale or severance only** (Required) — A covenant that runs past one year from separation survives only on one of two statutory footings: a reasonable severance agreement mutually and freely agreed upon in good faith at or after the time of termination, or a covenant related to or arising out of the sale of a business where the restricted individual receives value from the sale. Verify the footing is real — a severance covenant signed before termination, or a sale covenant binding someone who took nothing from the deal, falls back under the cap and its *void* consequence. And the exemptions lift only the cap: the statute expressly keeps severance agreements subject to the common law, so unbounded duration or scope can still fail. [^ut-severance-gate][^ut-sale-gate][^ut-severance-commonlaw-gate] [#confine-above-cap-covenants-to-sale-or-severance-exceptions] - [ ] **No healthcare or veterinarian non-competes** (Prohibited) — For agreements entered on or after May 6, 2026, the agreement must not impose a healthcare non-compete on a healthcare worker, and must not impose a veterinarian non-compete unless the veterinarian holds at least a 5% ownership interest in the business. The healthcare class is license-based and functional — it covers workers whose roles require practicing under a listed clinical license and excludes license-holders whose jobs do not — and from the same date a healthcare nonsolicitation agreement cannot bar the worker from telling patients where they currently or will work. Treat these as in-force law, not pending bills, and audit every clinical and veterinary covenant signed, renewed, or amended on or after the effective date. [^ut-hc-ban-gate][^ut-vet-ban-gate][^ut-vet-exception-gate][^ut-patient-comms-gate] [#exclude-healthcare-and-veterinarian-non-competes] - [ ] **Non-solicits and NDAs stay in their lane** (Avoid) — The statute exempts nonsolicitation, nondisclosure, and confidentiality agreements from the non-compete definition — but the label is not the protection. A clause drafted so broadly that it effectively blocks the worker from working in the field invites recharacterization under the statutory definition of competing by providing a similar product, process, or service, which reimposes the one-year cap and the *void* rule. And the exemption never reached the penalty: an employer that pursues and loses an enforcement action on an NDA or non-solicit still pays the employee's arbitration costs, attorney fees, and actual damages. Read every exempt covenant for the work-ban it might really be. [^ut-noncompete-def-gate][^ut-carve-exclusion-gate][^ut-fee-shift-gate] [#avoid-de-facto-non-competes-in-nonsolicits-and-ndas] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-11. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Utah (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^ut-hc-ban-cover]: **Utah Code § 34-51-201** — "On or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement." *Utah Code Ann. § 34-51-201(1)(b).* [^ut-hc-worker-def-cover]: **Utah Code § 34-51-102** — "‘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." *Utah Code Ann. § 34-51-102(5)(b).* [^ut-carve-exclusion-defs]: **Utah Code § 34-51-102** — "‘Non-compete agreement’ does not include: (i) a nonsolicitation agreement; (ii) a nondisclosure agreement; or (iii) a confidentiality agreement." *Utah Code Ann. § 34-51-102(8)(b).* [^ut-trade-secret-defs]: **Utah Code § 13-24-2** — "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." *Utah Code Ann. § 13-24-2(4).* [^ut-one-year-defs]: **Utah Code § 34-51-201** — "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." *Utah Code Ann. § 34-51-201(1)(a).* [^ut-void-defs]: **Utah Code § 34-51-201** — "A non-compete agreement that violates this Subsection (1) is void." *Utah Code Ann. § 34-51-201(1)(c).* [^ut-geo-defs]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "a restrictive covenant is generally enforceable if it specifies an area no greater than that to which the business extends." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-robbins-defs]: **Robbins v. Finlay** — "Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer." *Robbins v. Finlay, 645 P.2d 623 (Utah 1982).* [^ut-noncompete-def-defs]: **Utah Code § 34-51-102** — "‘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." *Utah Code Ann. § 34-51-102(8)(a).* [^ut-consideration-timing]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "Regardless of what other jurisdictions have held, it’s settled in Utah that an offer of employment can constitute consideration for a noncompete agreement." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-allen-timing]: **Allen v. Rose Park Pharmacy** — "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." *Allen v. Rose Park Pharmacy, 237 P.2d 823 (Utah 1951).* [^ut-good-faith-timing]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "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." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-dtsa-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^ut-dtsa-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A) (2018).* [^ut-nlra-section-7]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection" *29 U.S.C. § 157 (NLRA § 7).* [^ut-mclaren-protected-activity]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).* [^ut-carve-exclusion-cov]: **Utah Code § 34-51-102** — "‘Non-compete agreement’ does not include: (i) a nonsolicitation agreement; (ii) a nondisclosure agreement; or (iii) a confidentiality agreement." *Utah Code Ann. § 34-51-102(8)(b).* [^ut-fee-shift-cov]: **Utah Code § 34-51-301** — "the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages." *Utah Code Ann. § 34-51-301.* [^ut-noncompete-def-cov]: **Utah Code § 34-51-102** — "‘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." *Utah Code Ann. § 34-51-102(8)(a).* [^ut-one-year-cov]: **Utah Code § 34-51-201** — "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." *Utah Code Ann. § 34-51-201(1)(a).* [^ut-rose-park-cov]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "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." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-robbins-cov]: **Robbins v. Finlay** — "Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer." *Robbins v. Finlay, 645 P.2d 623 (Utah 1982).* [^ut-mclaren-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).* [^ut-hc-ban-phys]: **Utah Code § 34-51-201** — "On or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement." *Utah Code Ann. § 34-51-201(1)(b).* [^ut-patient-comms-phys]: **Utah Code § 34-51-203** — "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." *Utah Code Ann. § 34-51-203(1).* [^ut-fee-shift-notice]: **Utah Code § 34-51-301** — "the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages." *Utah Code Ann. § 34-51-301.* [^ut-toll-one-year]: **Utah Code § 34-51-201** — "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." *Utah Code Ann. § 34-51-201(1)(a).* [^ut-toll-void]: **Utah Code § 34-51-201** — "A non-compete agreement that violates this Subsection (1) is void." *Utah Code Ann. § 34-51-201(1)(c).* [^ut-utsa-injunction]: **Utah Code § 13-24-3** — "Actual or threatened misappropriation may be enjoined." *Utah Code Ann. § 13-24-3(1).* [^ut-fee-shift-remedies]: **Utah Code § 34-51-301** — "the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages." *Utah Code Ann. § 34-51-301.* [^ut-void-sev]: **Utah Code § 34-51-201** — "A non-compete agreement that violates this Subsection (1) is void." *Utah Code Ann. § 34-51-201(1)(c).* [^ut-careful-drafting-sev]: **Robbins v. Finlay** — "Covenants not to compete are enforceable if carefully drawn to protect only the legitimate interests of the employer." *Robbins v. Finlay, 645 P.2d 623 (Utah 1982).* [^ut-one-year-survival]: **Utah Code § 34-51-201** — "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." *Utah Code Ann. § 34-51-201(1)(a).* [^ut-hc-ban-ea]: **Utah Code § 34-51-201** — "On or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement." *Utah Code Ann. § 34-51-201(1)(b).* [^ut-rose-park-gate]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "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." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-case-by-case-gate]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "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." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^ut-broadcasting-gate]: **Utah Code § 34-51-201** — "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" *Utah Code Ann. § 34-51-201(2)(a).* [^ut-severance-gate]: **Utah Code § 34-51-202** — "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" *Utah Code Ann. § 34-51-202(1)(a).* [^ut-sale-gate]: **Utah Code § 34-51-202** — "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." *Utah Code Ann. § 34-51-202(1)(b).* [^ut-severance-commonlaw-gate]: **Utah Code § 34-51-202** — "a severance agreement remains subject to any requirements imposed under common law." *Utah Code Ann. § 34-51-202(2).* [^ut-hc-ban-gate]: **Utah Code § 34-51-201** — "On or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement." *Utah Code Ann. § 34-51-201(1)(b).* [^ut-vet-ban-gate]: **Utah Code § 34-51-201** — "on or after May 6, 2026, a person and a veterinarian may not enter into a veterinarian non-compete agreement." *Utah Code Ann. § 34-51-201(3)(a).* [^ut-vet-exception-gate]: **Utah Code § 34-51-201** — "Subsection (3)(a) does not apply if the veterinarian has at least a 5% ownership interest in the person's business." *Utah Code Ann. § 34-51-201(3)(b).* [^ut-patient-comms-gate]: **Utah Code § 34-51-203** — "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." *Utah Code Ann. § 34-51-203(1).* [^ut-noncompete-def-gate]: **Utah Code § 34-51-102** — "‘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." *Utah Code Ann. § 34-51-102(8)(a).* [^ut-carve-exclusion-gate]: **Utah Code § 34-51-102** — "‘Non-compete agreement’ does not include: (i) a nonsolicitation agreement; (ii) a nondisclosure agreement; or (iii) a confidentiality agreement." *Utah Code Ann. § 34-51-102(8)(b).* [^ut-fee-shift-gate]: **Utah Code § 34-51-301** — "the employer is liable for the employee's: (1) costs associated with arbitration; (2) attorney fees and court costs; and (3) actual damages." *Utah Code Ann. § 34-51-301.*