# Non-Competes in Utah[^about] Utah caps employee non-competes at one year under the Post-Employment Restrictions Act (Utah Code § 34-51-201), voids longer covenants, shifts fees to employers who enforce invalid ones, keeps the common-law Rose Park reasonableness test, and bans healthcare and veterinarian non-competes from May 6, 2026. ## Are employee non-compete agreements enforceable in Utah? {#employee-noncompetes} **Short answer.** 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 [^upera-one-year]. 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 [^england-rose-park-test]. 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 [^robbins-legitimate-interests]. > [!NOTE] > **Practice note.** > > 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 [^upera-one-year][^england-rose-park-test]. ## How long can a Utah non-compete last before it is void? {#duration-one-year} **Short answer.** 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 [^dur-one-year][^dur-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 [^dur-void]. 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 [^dur-broadcasting]. > [!CAUTION] > **Drafting note.** > > 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 [^dur-void][^dur-one-year]. ## What makes a Utah non-compete reasonable under the common law? {#reasonableness-test} **Short answer.** 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 [^reason-four-part]. Reasonableness is fact-specific, decided case by case on the particular circumstances rather than a fixed formula [^reason-case-by-case]. 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 [^reason-legitimate-interests]. 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 [^reason-good-faith]. > [!NOTE] > **Practice note.** > > 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 [^reason-legitimate-interests][^reason-four-part]. ## Is continued or at-will employment enough consideration for a Utah non-compete? {#consideration} **Short answer.** 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 [^consid-england]. 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 [^consid-allen]. In 2024, the Court of Appeals reaffirmed the point, calling it settled Utah law [^consid-england]. > [!NOTE] > **Practice note.** > > 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 [^consid-england][^consid-good-faith]. ## How do Utah courts judge a non-compete's geographic scope? {#geographic-scope} **Short answer.** 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 [^geo-no-greater]. 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 [^geo-footprint]. > [!NOTE] > **Practice note.** > > 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 [^geo-no-greater][^geo-footprint]. ## What happens if an employer tries to enforce an unenforceable non-compete? {#fee-shifting} **Short answer.** 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 [^fee-shift]. 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 [^fee-shift]. The practical effect is to discourage employers from using overbroad covenants as a low-cost deterrent. > [!NOTE] > **Practice note.** > > 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 [^fee-shift]. ## Do Utah's one-year cap and penalties apply to non-solicitation and nondisclosure agreements? {#non-solicitation-nda} **Short answer.** 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 [^carve-definition][^carve-exclusion]. 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 [^carve-definition]. 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 [^carve-fee-shift]. > [!CAUTION] > **Drafting note.** > > 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 [^carve-definition][^carve-exclusion]. ## Are sale-of-business and severance non-competes exempt from the one-year cap? {#sale-severance} **Short answer.** 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 [^exc-severance][^exc-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. > [!NOTE] > **Practice note.** > > 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 [^exc-severance-commonlaw][^exc-severance]. ## Are non-competes banned for healthcare workers and veterinarians in Utah? {#healthcare-veterinarian} **Short answer.** 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 [^hc-ban][^vet-ban][^vet-exception]. 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 [^hc-nonsolicit]. *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 [^hc-worker-def]. > [!NOTE] > **Practice note.** > > 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 [^hc-ban][^vet-ban]. ## Will a Utah court blue-pencil or rewrite an overbroad non-compete? {#court-narrowing} **Short answer.** 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 [^narrow-void]. 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 [^narrow-careful-drafting]. 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. For a clause-by-clause pass over a specific agreement against these drafting rules, the [Utah non-compete review checklist](/checklists/non-compete/us/utah) walks the full covenant suite item by item with each requirement's force level. > [!CAUTION] > **Drafting note.** > > 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 [^narrow-void][^narrow-careful-drafting]. ## Does the restricted period toll or extend during breach or litigation in Utah? {#tolling-extension} **Short answer.** 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 [^toll-one-year][^toll-void]. The one-year cap is measured from the day employment ends, not from the day the employee stops competing [^toll-one-year]. 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 [^toll-void]. 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. > [!CAUTION] > **Drafting note.** > > 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 [^toll-one-year][^toll-void]. ## What can Utah employers use instead of a non-compete? {#alternatives} **Short answer.** 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 [^alt-carveout][^alt-trade-secret-def]. 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 [^alt-injunction][^alt-exemplary]. 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. > [!CAUTION] > **Drafting note.** > > 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 [^alt-trade-secret-def][^alt-carveout]. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Utah. This article synthesizes Utah primary law and is not legal advice from a Utah-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. [^upera-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).* [^england-rose-park-test]: **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.* [^robbins-legitimate-interests]: **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).* [^dur-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).* [^dur-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).* [^dur-broadcasting]: **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).* [^reason-four-part]: **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.* [^reason-case-by-case]: **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.* [^reason-legitimate-interests]: **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).* [^reason-good-faith]: **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.* [^consid-england]: **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.* [^consid-allen]: **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).* [^consid-good-faith]: **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.* [^geo-no-greater]: **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.* [^geo-footprint]: **England Logistics, Inc. v. Kelle's Transport Service, LLC** — "We disagree with the assertion that the geographic scope was unreasonable." *England Logistics, Inc. v. Kelle's Transp. Serv., LLC, 2024 UT App 137.* [^fee-shift]: **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.* [^carve-definition]: **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).* [^carve-exclusion]: **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).* [^carve-fee-shift]: **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.* [^exc-severance]: **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).* [^exc-sale]: **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).* [^exc-severance-commonlaw]: **Utah Code § 34-51-202** — "a severance agreement remains subject to any requirements imposed under common law." *Utah Code Ann. § 34-51-202(2).* [^hc-ban]: **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).* [^vet-ban]: **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).* [^vet-exception]: **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).* [^hc-nonsolicit]: **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).* [^hc-worker-def]: **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).* [^narrow-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).* [^narrow-careful-drafting]: **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).* [^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).* [^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).* [^alt-carveout]: **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).* [^alt-trade-secret-def]: **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).* [^alt-injunction]: **Utah Code § 13-24-3** — "Actual or threatened misappropriation may be enjoined." *Utah Code Ann. § 13-24-3(1).* [^alt-exemplary]: **Utah Code § 13-24-4** — "If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under Subsection (1)" *Utah Code Ann. § 13-24-4(2).*