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Utah Non-Disclosure Agreement Requirements

An employer that sues or arbitrates in Utah to enforce a noncompete lasting more than one year after employment ends owes the employee's attorney fees, court costs, and actual damages under the Post-Employment Restrictions Act, for any noncompete entered into on or after May 10, 2016 (Utah Code Sections 34-51-201 and 34-51-301).

Introduction

An employer that sues or arbitrates in Utah to enforce a noncompete lasting more than one year after employment ends owes the employee's attorney fees, court costs, and actual damages under the Post-Employment Restrictions Act, for any noncompete entered into on or after May 10, 2016 (Utah Code Sections 34-51-201 and 34-51-301). None of that exposure ever attaches to a Utah NDA, because the Act's definition of a covered "post-employment restrictive covenant" expressly excludes nonsolicitation agreements and nondisclosure or confidentiality agreements (Utah Code Section 34-51-102). A Non-Disclosure Agreement in Utah is otherwise an ordinary contract in which one or both parties agree to keep specified information confidential, mutual or one-way, no matter how broadly its confidentiality definition is written. Trade secrets shared under the agreement carry separate protection under the Utah Uniform Trade Secrets Act (Utah Code Sections 13-24-1 through 13-24-9), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. Utah is also one of a small group of states with an employee invention-assignment carve-out: the Employment Inventions Act (Utah Code Sections 34-39-1 through 34-39-3) keeps an employer from claiming an invention an employee created entirely on their own time and unrelated to the employer's business, though unlike California, Utah's version does not require the employer to give the employee written notice of the Act. The practical effect for drafting is that a Utah NDA can define confidentiality broadly without triggering the noncompete statute, but an NDA that also asks an employee to assign inventions still has to work within what the Employment Inventions Act allows.

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Key Things to Know

  1. 1

    Utah's Employment Inventions Act (Utah Code Sections 34-39-1 through 34-39-3) keeps an employer from reaching an invention an employee created entirely on their own time, unless the invention relates to the employer's business or resulted from work the employee did for the employer. Unlike California, Utah does not require the employer to give the employee written notice of the Act.

  2. 2

    Utah's Post-Employment Restrictions Act (Utah Code Section 34-51-102) defines "post-employment restrictive covenant" to exclude nonsolicitation agreements and nondisclosure or confidentiality agreements entirely, so an NDA is not subject to the Act's one-year cap on noncompetes or its employer fee-shift penalty. That exemption is not unconditional: the confidentiality duties still have to be real, tied to actual trade secrets or sensitive information, rather than functioning as a disguised noncompete.

  3. 3

    That one-year cap still matters for context: for a noncompete entered into on or after May 10, 2016, Utah law voids any post-employment restrictive covenant lasting more than one year, and an employer that sues or arbitrates to enforce an unenforceable one owes the employee's attorney fees, court costs, and actual damages (Utah Code Sections 34-51-201 and 34-51-301). None of that exposure attaches to an NDA itself.

  4. 4

    Trade secret protection runs through the Utah Uniform Trade Secrets Act (Utah Code Sections 13-24-1 through 13-24-9), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in Utah generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation counts as a single claim rather than restarting the clock (Utah Code Section 13-24-7).

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Utah; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    A Utah court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused, and a trade secret claim under the Utah Uniform Trade Secrets Act can proceed as an independent basis for relief.

Key decisions before you file

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

Open the Non-Disclosure Agreement guide

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UTAH NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Utah, and [Party B Name] of [City], Utah, (each a "Party") sign the following Non-Disclosure Agreement.

  1. Purpose. The Parties are exploring [describe business purpose, e.g. a potential business relationship], and either may need to give the other access to Confidential Information along the way.

  2. Definition of Confidential Information. This Agreement protects trade secrets as the Utah Uniform Trade Secrets Act defines them: information with independent economic value from not being generally known, safeguarded by reasonable efforts (Utah Code Section 13-24-2), plus any other business, technical, or financial information a Party marks confidential or that a reasonable recipient would treat that way given how it was shared. Four things fall outside it: what the receiving Party already lawfully held; what later becomes public without its fault; what it figures out independently, unprompted by the disclosure; and what a third party was free to pass along without owing secrecy to anyone.

  3. Obligations. Confidential Information cannot go to any outside third party unless the disclosing Party first consents in writing, and internally it may reach only the employees, contractors, or advisors who genuinely need it for the Section 1 purpose, provided each has agreed to guard it as tightly as this Agreement requires. The receiving Party must apply at least the diligence a careful business gives its own sensitive records, and use the information only for that purpose.

  4. Scope Limitation (Utah-Specific). Utah Code Section 34-51-102(4)(b), part of the Post-Employment Restrictions Act, defines "post-employment restrictive covenant" to exclude nonsolicitation and nondisclosure or confidentiality agreements, so this Agreement is not the noncompete the Act caps at one year (Section 34-51-201) or the kind that exposes an employer to the employee's attorney fees, costs, and damages if enforcement fails (Section 34-51-301). That carve-out is not a blank check: it keeps this Agreement outside the noncompete framework, but its confidentiality duties still must be real, tied to actual trade secrets or sensitive information, not a backdoor lock on a person's own skill or experience.

  5. Invention Assignment (Utah-Specific). If used in employment, any invention-assignment obligation here cannot reach an invention the employee made entirely on personal time, without the employer's equipment, supplies, facilities, or resources, unless it relates to the employer's business or grew out of work done for the employer (Utah Employment Inventions Act, Utah Code Sections 34-39-1 through 34-39-3). Unlike California, Utah does not condition this on the employer first giving written notice that the Act exists.

  6. Federal Whistleblower Notice. Under 18 U.S.C. Section 1833(b) of the Defend Trade Secrets Act, a person who discloses a trade secret to a government official or lawyer, confidentially and solely to report suspected wrongdoing, cannot be prosecuted or sued over it, nor can someone who reveals it in a sealed court filing. This notice is included because the Act conditions full remedies access on having given it.

  7. Term. [X years] after signing, this Agreement's confidentiality obligations lapse, with one exception: anything that still meets Utah's statutory trade secret definition remains off-limits for as long as that status holds.

  8. Return or Destruction. When the purpose described in Section 1 winds down, or sooner if the disclosing Party puts a request in writing, the receiving Party must locate and either return or permanently destroy each copy of the Confidential Information in its possession.

  9. Remedies. Because an unauthorized disclosure can cause harm no payment fully repairs, the disclosing Party may seek an injunction under Utah Rule of Civil Procedure 65A, plus damages. A breach-of-contract claim on this written Agreement generally must be filed within six years (Utah Code Section 78B-2-309); a claim that the disclosure also misappropriated a trade secret runs its own three-year clock from discovery (Utah Code Section 13-24-7).

  10. Governing Law. Utah law governs this Agreement, without regard to conflict-of-laws principles.

  11. Miscellaneous. Utah recognizes electronic signatures on documents like this one under its Uniform Electronic Transactions Act (Utah Code Section 46-4-101 et seq.), reinforced federally by the ESIGN Act (15 U.S.C. Section 7001). A provision a court finds unenforceable does not pull down the rest of the Agreement. Each side's promises here, including confidentiality, serve as consideration for the other's.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Utah Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Utah Code Section 13-24-2)

Clearly defines what constitutes confidential information under Utah law, including trade secrets as defined in the Utah Uniform Trade Secrets Act.

Trade Secret Protection (Utah Code Section 13-24-1 et seq.)

Specific provisions addressing the protection of trade secrets in accordance with Utah's adoption of the Uniform Trade Secrets Act, including remedies for misappropriation.

Federal Trade Secret Protection and Whistleblower Notice (18 U.S.C. Section 1836 et seq. and Section 1833(b), Defend Trade Secrets Act)

Acknowledges federal civil remedies for trade secret misappropriation under 18 U.S.C. Section 1836. The whistleblower immunity notice, protecting a person from criminal or civil liability for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing, is a separate, specific provision at 18 U.S.C. Section 1833(b), required to preserve the disclosing party's full remedies under the Act.

Economic Espionage Act Considerations (18 U.S.C. Sections 1831 through 1839)

Acknowledgment of federal criminal penalties for theft of trade secrets, which provides additional protection beyond state law remedies.

Injunctive Relief (Utah Rules of Civil Procedure, Rule 65A)

Provisions acknowledging the right to seek injunctive relief, including preliminary injunctions and temporary restraining orders, for breach of the NDA under Utah civil procedure rules.

Electronic Signatures (Utah Code Section 46-4-101 et seq., Uniform Electronic Transactions Act)

Provisions allowing for electronic signatures in accordance with Utah's Uniform Electronic Transactions Act.

Federal Electronic Signatures Compliance (15 U.S.C. Section 7001 et seq., E-SIGN Act)

Acknowledgment of the validity of electronic signatures under federal law for interstate commerce.

Severability (Utah common law on contract interpretation)

Provisions ensuring that if any part of the agreement is found unenforceable under Utah law, the remainder continues in effect. No single Utah statute governs general contract severability, so this rests on the general common law principle rather than a specific code section.

Disclosure Required by Law (Utah Rules of Civil Procedure, Rule 45)

Provisions addressing situations where disclosure is required by law, court order, or governmental authority, consistent with Utah's subpoena rule, which governs issuance, service, compliance timelines, and objections.

Securities Laws Compliance (15 U.S.C. Section 78a et seq., Securities Exchange Act)

Acknowledgment that the NDA does not restrict disclosures required by federal securities laws, relevant if the agreement involves a publicly traded company or material nonpublic information.

Statute of Limitations (Utah Code Section 78B-2-309 and Section 13-24-7)

A breach-of-contract claim on a written NDA generally must be filed within six years under Utah Code Section 78B-2-309. A separate claim that the same disclosure also misappropriated a trade secret carries its own three-year limitations period running from discovery under Utah Code Section 13-24-7; these are two distinct limitations periods, not one shared statute covering both claim types.

Frequently Asked Questions

A Non-Disclosure Agreement in Utah is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Utah Uniform Trade Secrets Act (Utah Code Sections 13-24-1 through 13-24-9) regardless of what the NDA itself says.

No. Utah's Post-Employment Restrictions Act caps a noncompete agreement at one year after employment ends, but Utah Code Section 34-51-102 defines the covered "post-employment restrictive covenant" to exclude nonsolicitation agreements and nondisclosure or confidentiality agreements by name. An NDA is not subject to the one-year cap, and an employer signing or enforcing one does not face the Act's fee-shift penalty. That exemption still requires the confidentiality duties to be real and tied to actual trade secrets or sensitive information, not a disguised noncompete.

The Post-Employment Restrictions Act (Utah Code Sections 34-51-101 through 34-51-301), effective for agreements signed on or after May 10, 2016, voids any noncompete lasting more than one year after employment ends and makes an employer that unsuccessfully sues or arbitrates to enforce one liable for the employee's attorney fees, court costs, and actual damages. The Act's own definitions section expressly excludes nondisclosure and confidentiality agreements from what counts as a covered noncompete, so a Utah NDA sits entirely outside this statute.

A trade secret misappropriation claim under the Utah Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Utah Code Section 13-24-7). A continuing misappropriation is treated as a single claim rather than resetting the clock with each new act. A separate breach-of-contract claim over the NDA itself follows Utah's ordinary written-contract limitations period.

No, not automatically. Utah's Employment Inventions Act (Utah Code Sections 34-39-1 through 34-39-3) makes an employment agreement unenforceable against an employee to the extent it requires assigning an invention the employee created entirely on their own time that is not an "employment invention," meaning it was not made using the employer's time, equipment, or resources and does not relate to the employer's business or current research. Unlike California, Utah's statute does not require the employer to give the employee written notice of the Act, so this protection applies even if the NDA or employment agreement never mentions it.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Utah; the choice is about which structure matches the actual relationship.

No. A Utah NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Utah Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies.