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Utah Employee and Severance NDA

Draft a Utah employee or severance NDA that protects trade secrets while honoring Utah Code 34A-5-114, which voids any clause concealing sexual misconduct.

Introduction

A Utah employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release agreement, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In Utah, Utah Code Section 34A-5-114 makes a confidentiality clause regarding sexual misconduct, imposed as a condition of employment, void and unenforceable. Sexual misconduct means sexual assault or sexual harassment, so the rule is narrower than a Silenced No More law. If a settlement or separation agreement includes such a clause, the worker may withdraw within three business days of signing. DocDraft drafts a Utah employee or severance NDA from your facts, with that carve-out built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Utah Code 34A-5-114 targets sexual misconduct. A confidentiality clause that conceals sexual assault or sexual harassment, required as a condition of employment, is against public policy and is void and unenforceable.

  2. 2

    Utah's rule is narrower than a full Silenced No More law. It reaches clauses covering sexual misconduct, not every category of discrimination, retaliation, or wage complaint.

  3. 3

    Departing employees get a three-day withdrawal right. If a settlement or separation agreement includes a confidentiality clause on sexual misconduct, the worker may withdraw within three business days of signing.

  4. 4

    The rule applies to both onboarding and severance agreements. A sexual-misconduct confidentiality clause is void whether it is signed at hire or on the way out.

  5. 5

    Trade secrets stay protectable. Utah law still lets an NDA protect client lists, pricing, processes, and other genuine confidential business information.

  6. 6

    The federal floor applies on top. The Speak Out Act and the non-waivable right to report to the EEOC, the NLRB, and the SEC still limit any Utah NDA.

  7. 7

    A void clause does not sink the whole agreement. Only the offending sexual-misconduct confidentiality clause fails, and the rest of a well-drafted Utah NDA stays in effect.

Key decisions before you file

Before you file a Employee and Severance NDA in Utah, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

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UTAH EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by Utah law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (UTAH CODE SECTION 34A-5-114) Consistent with Utah Code section 34A-5-114, nothing in this Agreement is a confidentiality clause regarding sexual misconduct, and nothing in this Agreement prevents Employee from opposing, reporting, or discussing sexual misconduct, meaning sexual assault or sexual harassment. Any provision that purports to do so is against public policy and is void and unenforceable. Nothing in this Agreement limits Employee from: (a) reporting to, filing a charge with, or cooperating with any federal, state, or local government agency, including the Utah Antidiscrimination and Labor Division, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission; (b) discussing or disclosing conduct Employee reasonably believes to be unlawful; or (c) exercising any right that cannot lawfully be waived. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment.

  5. SETTLEMENT AND SEPARATION If this Agreement is part of a settlement or separation agreement that contains a confidentiality clause covering sexual misconduct, Employee may withdraw from the agreement within three business days of signing, as provided under Utah law.

  6. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  8. GENERAL This Agreement is governed by Utah law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

Utah Requirements for Employee and Severance NDA

Utah Code Section 34A-5-114

Draft a Utah employee or severance NDA that protects trade secrets while honoring Utah Code 34A-5-114, which voids any clause concealing sexual misconduct.

Frequently Asked Questions

A Utah employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, typically trade secrets, client and pricing data, internal processes, and other proprietary business information. It applies under Utah law and cannot prevent the worker from reporting unlawful conduct or cooperating with a government agency. The severance version of the same instrument is signed when the worker leaves.

An employee NDA is usually signed at hire to protect the company's confidential information during and after the job. A severance NDA is signed at separation, generally inside a release agreement, in exchange for severance pay, and it often keeps the departure terms private. In Utah both are subject to section 34A-5-114, and the severance version also carries a three-business-day right to withdraw when it contains a sexual-misconduct confidentiality clause.

No. Under Utah Code section 34A-5-114, a confidentiality clause regarding sexual misconduct, imposed as a condition of employment, is against public policy and is void and unenforceable. A compliant Utah NDA still protects trade secrets, but it cannot stop a worker from reporting or discussing sexual assault or sexual harassment.

For purposes of section 34A-5-114, sexual misconduct means sexual assault or sexual harassment. The statute voids confidentiality clauses that would conceal that conduct. It does not, by its terms, reach every other kind of unlawful workplace act, though federal law separately protects a worker's right to report discrimination and other violations to government agencies.

If the settlement or separation agreement contains a confidentiality clause covering sexual misconduct, Utah law lets the employee withdraw from the agreement within three business days of signing. That cooling-off window is specific to agreements that include such a clause. Reviewing the agreement with an attorney before or during that window is an option DocDraft makes available.

Not directly. Section 34A-5-114 is focused on confidentiality clauses regarding sexual misconduct, so it is narrower than the broad Silenced No More laws in states like Washington. That said, federal law still bars any NDA from waiving a worker's right to file a charge or cooperate with agencies such as the EEOC, the NLRB, and the SEC, whatever the conduct.

Yes. Utah's limit applies to confidentiality clauses on sexual misconduct, not to the protection of legitimate confidential information. A Utah employee or severance NDA can still protect trade secrets, client and pricing data, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

No. Unlike some states that mandate an exact carve-out sentence, Utah does not require particular language. Section 34A-5-114 simply voids a sexual-misconduct confidentiality clause imposed as a condition of employment. Even so, DocDraft includes a clear protected-disclosures section so the agreement plainly states what the worker remains free to report and discuss.