Utah Non-Disclosure Agreement (NDA) Review
Utah moved in 2024 to stop employers using confidentiality clauses to hide sexual misconduct, and it already caps post-employment non-competes at one year. Together those rules put firm edges on what a Utah NDA can do. Everything else, from customer data to source code, is protected under the Utah Uniform Trade Secrets Act, and a well-scoped confidentiality clause remains fully enforceable.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Utah
Utah protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Enforceable but post-employment non-competes are capped at one year by statute, and since May 6, 2026 most health-care and veterinarian non-competes are barred. Bad-faith enforcement can expose the employer to damages.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Utah also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Utah's non-compete rules above.
What did Utah's 2024 Employment Confidentiality Amendments change?
HB 55, signed March 13, 2024, added Utah Code 34A-5-114 to the Utah Antidiscrimination Act. Nondisclosure and nondisparagement clauses about sexual assault or sexual harassment that are required as a condition of employment are against public policy, void and unenforceable. An employer that tries to enforce one cannot recover damages and is liable for the employee's costs and attorney fees.
Settlements may still keep the amount confidential, and at the employee's request protect facts that would identify them. An employee who agrees to a settlement containing such clauses has three business days to withdraw, and the law bars retaliation for refusing a prohibited clause.
How do Utah's non-compete cap and trade secret act fit in?
The Post-Employment Restrictions Act, Utah Code 34-51-201, makes a post-employment non-compete void if it runs longer than one year after employment ends. An employer that seeks to enforce a void covenant can be liable for costs, fees and damages.
Confidentiality and trade secrets are governed by the Utah Uniform Trade Secrets Act, Utah Code 13-24. Restrictions on confidentiality and non-solicitation are generally not covered by the one-year cap, so check each clause separately.
Both rules apply regardless of how the employer labels the clause. A provision that functions as a sexual misconduct gag, or as a non-compete beyond one year, is judged by its effect.
Utah sources checked 2026-10-09: Foley: Utah enacts HB 55 on confidentiality clauses (2024) · Ogletree: Utah bans nondisclosure clauses regarding #MeToo claims (2024) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Utah NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Utah law
- Return/destruction obligation and one-sided injunctive relief
Utah NDA FAQ
Is an NDA enforceable in Utah?
Yes, a reasonable confidentiality agreement is generally enforceable in Utah, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Utah?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Utah a reasonable non-compete can be enforceable, Enforceable but post-employment non-competes are capped at one year by statute, and since May 6, 2026 most health-care and veterinarian non-competes are barred. Bad-faith enforcement can expose the employer to damages. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Utah?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Utah law.
Can Utah enforce a non-compete buried in an NDA?
Utah is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable but post-employment non-competes are capped at one year by statute, and since May 6, 2026 most health-care and veterinarian non-competes are barred. Bad-faith enforcement can expose the employer to damages. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
Does it matter which state's law the agreement names?
It can, because Utah's neighbours do not all agree: Colorado (limited), Wyoming (limited). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Can a Utah NDA keep my harassment settlement amount private?
Yes. Utah Code 34A-5-114 allows a settlement to keep the monetary amount confidential, and at the employee's request to protect facts that could reveal the employee's identity. What it forbids is requiring silence about the sexual misconduct itself as a condition of employment.
Does Utah's one-year non-compete cap apply to a non-solicit in my NDA?
The cap in Utah Code 34-51-201 applies to post-employment non-competes. Non-solicitation and confidentiality provisions are generally excluded from that statute's definition, so a non-solicit is judged under ordinary reasonableness principles instead. Read the clause to see whether it actually bars working, not just soliciting.
Asked to sign an NDA in Utah?
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Utah rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Utah law when you run your NDA, and you should confirm anything critical with a qualified attorney.