Utah Non-Solicitation Agreements: How They Differ From Non-Competes
Short answer: Even though employers often put them in the same document, Utah treats non-competition and non-solicitation agreements as legally distinct — and the difference matters. Utah's statutory one-year cap on non-compete agreements (see Utah Non-Compete Agreement Laws) specifically does not apply to non-solicitation agreements — they're excluded from that statute and evaluated instead under a separate, more flexible common-law reasonableness standard, which courts generally view more favorably.
Who this guide is for
Utah employees or employers trying to understand a non-solicitation clause in an employment agreement — and why it isn't simply a smaller version of a non-compete.
What each type of agreement actually restricts
- Non-compete: restricts you from working for a competitor or starting a competing business, generally within a certain industry and geographic area, for a period of time.
- Non-solicitation: restricts you from actively soliciting your former employer's clients or employees — it doesn't stop you from working in the same field or industry at all, just from actively pursuing specific relationships tied to your former employer.
Why Utah treats them so differently
Utah's Post-Employment Restrictions Act — the statute that caps non-competes at one year and voids longer ones — specifically excludes non-solicitation agreements from its coverage. Non-solicitation agreements are instead evaluated under common-law reasonableness principles, a more flexible, case-by-case standard rather than a fixed statutory time limit.
Why courts view non-solicitation agreements more favorably
The core reasoning: a non-solicitation agreement doesn't stop you from working in your field or earning a living the way a non-compete does — you're free to take a new job doing the same work, just not to actively poach your former employer's specific clients or coworkers. Because it's a narrower, more targeted restriction, Utah courts generally find non-solicitation agreements easier to enforce than non-competes, precisely because they're viewed as more reasonably tailored.
What this means if you're signing one
Don't assume a non-solicitation clause gets the same one-year maximum protection that a non-compete does — because it's excluded from that specific statute, a non-solicitation agreement could potentially run longer than a year and still be enforceable, if a court finds the specific duration and scope reasonable under the circumstances.
What this means if you're being accused of violating one
Whether a specific non-solicitation clause is actually enforceable depends on its reasonableness — a real, fact-specific legal question about scope, duration, and the legitimate business interest it's meant to protect — not a fixed rule the way the one-year non-compete cap is.
Frequently asked questions
Can one document contain both a non-compete and a non-solicitation clause? Yes — this is common, and each clause is generally evaluated under its own separate standard, meaning one could be enforceable while the other isn't, depending on the specific terms.
Does this distinction apply the same way to soliciting clients versus soliciting former coworkers? Both generally fall under the non-solicitation category and the common-law reasonableness standard, though the specific facts (which clients, which employees, how actively) matter to whether a particular clause is actually enforced.
If I'm fired without cause, does that affect my non-solicitation agreement the way it can affect a non-compete? The specific fired-without-cause protection under Utah's non-compete statute doesn't directly apply here, since non-solicitation agreements sit outside that statute — see Non-Compete Agreements and Getting Fired in Utah: What Changes for how that protection works for actual non-competes specifically.