Non Compete Agreement Utah Template

Non-Compete Agreement (Utah)

Document ID: TR-NCA-UT-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion Responsibility: This agreement should be completed by the Employer's Human Resources or Legal Department in conjunction with the prospective or current Employee. Ensure all blank fields are accurately filled.
• Filing & Retention: Upon execution, one original copy must be retained in the Employee's personnel file, and a second original provided to the Employee. Both physical and digital copies should be retained for a minimum of seven (7) years following the Employee's termination of employment.
• Mandatory Attachments: This agreement should be reviewed alongside the Employee's Offer Letter and, if applicable, a current Position Description or Job Responsibilities outline.

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Document Body & Detailed Sections

This Non-Compete Agreement (hereinafter "Agreement") is made and entered into this [____] day of [__________], [____], by and between:

1. Parties

1.1. Employer: [____________________] (Legal Company Name) a corporation organized under the laws of [__________] with its principal place of business at [____________________] (hereinafter "Employer").

1.2. Employee: [____________________] (Full Legal Name) residing at [________________________________________] (hereinafter "Employee").

2. Recitals

WHEREAS, Employer is engaged in the business of [________________________________________], requiring the development and protection of valuable intellectual property, confidential information, trade secrets, customer relationships, and goodwill;

WHEREAS, Employee is either currently employed by Employer or is being offered employment by Employer in the position of [____________________];

WHEREAS, in the course of Employee's employment, Employee will have access to, and contribute to, the development of Employer's confidential information, trade secrets, customer lists, business strategies, and other proprietary materials;

WHEREAS, Employer desires to protect its legitimate business interests through this Agreement, and Employee acknowledges that this Agreement is a condition of employment or continued employment and access to such proprietary information.

3. Consideration

In consideration of the employment or continued employment of Employee by Employer, Employee's access to Employer's confidential information, trade secrets, proprietary business methods, customer relationships, and [____________________] (e.g., specialized training, compensation, benefits), the sufficiency of which Employee acknowledges, the parties agree as follows:

4. Confidential Information

4.1. Definition: "Confidential Information" means any data or information that is proprietary to Employer and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including but not limited to:

• Trade secrets, inventions, product designs, processes, formulas, techniques, schematics, engineering data.
• Customer lists, client data, contact information, purchasing history, pricing strategies.
• Business plans, marketing strategies, financial information, sales data, revenue forecasts.
• Proprietary software, source code, data algorithms, methodologies, internal procedures.
• Employee lists, compensation data, performance reviews, training materials.
• Any other information designated as confidential or proprietary by Employer.

4.2. Non-Disclosure: Employee agrees that during and after the term of employment, Employee will not disclose, directly or indirectly, any Confidential Information to any third party, nor use it for any purpose other than for the benefit of the Employer.

5. Non-Compete Covenants

Employee agrees that during the term of employment and for a period of one (1) year following the termination of Employee's employment with Employer for any reason, Employee shall not, directly or indirectly, for Employee's own benefit or for the benefit of any third party:

5.1. Restricted Activities:

• Own, manage, operate, control, be employed by, participate in, or be connected in any manner with any business or enterprise that engages in [________________________________________] (Describe specific competitive business activities, e.g., "the development, manufacturing, or sale of [Employer's specific products/services]").
• Perform services similar in scope or nature to those performed for Employer, for any competitor of Employer.

5.2. Geographic Scope: The restrictions in Section 5.1 shall apply within the following geographic areas where Employer conducts business, solicits customers, or has a significant market presence:

• [ ] The State of Utah.
• [ ] Within a [__________] mile radius of Employer's primary business location at [________________________________________].
• [ ] Specifically within the following counties/cities: [________________________________________].
• [ ] Other: [________________________________________]. (Note: Geographic scope must be reasonable and limited to areas where the Employer has legitimate business interests to protect.)

6. Non-Solicitation Covenants

Employee agrees that during the term of employment and for a period of one (1) year following the termination of Employee's employment with Employer for any reason, Employee shall not, directly or indirectly:

6.1. Customer/Client Solicitation:

• Solicit, divert, or appropriate any of Employer’s customers, clients, or prospects with whom Employee had direct contact or about whom Employee obtained Confidential Information during the last [__________] months of employment, for the purpose of providing products or services competitive with those offered by Employer.

6.2. Employee Solicitation:

• Solicit, induce, or encourage any employee of Employer to terminate their employment with Employer or to accept employment with any other business or enterprise competitive with Employer.

7. Return of Property

Upon termination of employment for any reason, Employee agrees to immediately return to Employer all property, equipment, Confidential Information, records, keys, and documents (including all copies thereof) belonging to Employer or relating to Employer's business, which are in Employee's possession or control.

8. Remedies

Employee acknowledges that a breach of this Agreement would cause irreparable harm to Employer for which monetary damages alone would not be an adequate remedy. Therefore, Employer shall be entitled to seek injunctive relief to prevent such breach, in addition to any other remedies available at law or in equity, including the recovery of reasonable attorneys' fees and costs incurred in enforcing this Agreement.

9. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, it shall be severed, and the remainder of the Agreement shall remain in full force and effect. The parties agree that in the event any non-compete provision is found to be overbroad, the court shall have the authority to reduce the scope, duration, or geographic area of the restriction to make it enforceable.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether oral or written.

12. Amendment

This Agreement may only be amended or modified in writing, signed by both the Employer and the Employee.

13. Acknowledgment

Employee acknowledges that Employee has carefully read and understands the terms of this Agreement, has had the opportunity to consult with legal counsel of Employee's choice regarding its terms, and voluntarily agrees to be bound by its provisions.

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Execution & Signature Block

IN WITNESS WHEREOF, the parties have executed this Non-Compete Agreement as of the Effective Date first written above.

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EMPLOYER:

Authorized Signature: [_________________________] Printed Name: [_________________________] Title: [_________________________] Date: [____/____/2026]

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EMPLOYEE:

Employee Signature: [_________________________] Printed Name: [_________________________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.