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When professionals think about restrictive covenants, non-compete agreements get most of the attention. There's good reason for that: Utah's Post-Employment Restrictions Act caps non-competes at one year, and the firm has written extensively about what's actually enforceable and how to negotiate those provisions down or out entirely.
Non-solicitation agreements are a different matter—and in some ways a more dangerous one. That same statute expressly excludes non-solicitation provisions, so there is no statutory one-year cap. Utah courts evaluate non-solicits under a common law reasonableness standard: more fact-specific, more flexible, and less predictable than what governs non-competes. Most Utah professionals sign these provisions without fully understanding what they’re agreeing to, how broadly courts may interpret them, or what can be negotiated.
Non-solicitation agreements come in two forms, and they operate very differently. Most employment agreements include both, often in the same clause—which is worth understanding, because the enforceability considerations are distinct.
A client non-solicitation prohibits you from contacting your former employer’s clients or customers after you leave—typically to solicit their business for yourself or a new employer. The restriction focuses on specific existing relationships, not on your ability to work in the industry generally.
In practice, these provisions vary widely. A narrowly written client non-solicit covers only clients you personally served during a defined period. A broadly written one can extend to every client or prospective client of the company—including accounts you never touched, relationships that predate your employment, or leads the company was pursuing when you left. That breadth matters most in relationship-driven fields: sales, consulting, financial advisory, healthcare. If your career is built on client relationships, you need to know exactly what your non-solicit covers before you sign—and before you leave.
An employee non-solicitation—sometimes called a no-poach or anti-raiding provision—prohibits you from recruiting former colleagues to a new employer or venture. These clauses become very concrete when you’re in a leadership role and want to bring over people you trust, or when a former colleague reaches out about opportunities. Overly broad employee non-solicits can prevent you from hiring anyone who responds to a general job posting if they happen to have worked at your former employer.
The distinction between non-competes and non-solicitation agreements in Utah isn’t semantic—it’s statutory. Utah’s Post-Employment Restrictions Act (Utah Code § 34-51-101 et seq.) defines a “post-employment restrictive covenant” as an agreement that an employee will not compete with the employer in providing similar products, processes, or services. The statute expressly excludes non-solicitation agreements from that definition.
This exclusion has significant consequences. Non-compete agreements signed on or after May 10, 2016, are capped at one year—any longer duration is void under the statute. Non-solicitation agreements face no equivalent cap. They are evaluated instead under Utah’s common law reasonableness standard, which courts have applied to restrictive covenants since long before the statute was passed.
Under that common law standard, a restrictive covenant—including a non-solicit—must protect a legitimate business interest, be negotiated in good faith, and impose no greater restraint than reasonably necessary. Utah courts recognize three legitimate interests an employer can protect: confidential information, client goodwill, and investment in employee training.
The practical effect: non-solicits are often more enforceable than non-competes because they target specific relationships rather than broad competitive activity. A non-compete barring you from your industry faces greater scrutiny than a non-solicit preventing you from calling a defined client list. That higher enforceability is exactly why the terms matter more at signing—a restriction that's harder to challenge later needs to be narrower before you agree to it.
More enforceable doesn’t mean unassailable. Non-solicitation agreements overreach regularly, and several patterns make them vulnerable to challenge.
A non-solicit covering every client or prospective client of the company—regardless of whether you had any contact with them—may overreach. Utah courts require that restrictions protect specific legitimate interests. If the employer can’t point to actual goodwill, confidential information, or a protectable relationship, the restriction is harder to defend.
Practically: a clause covering clients you personally served for the past 24 months is more defensible than one covering every account in the company’s CRM. The further the restriction extends from what you actually did, the weaker the legal justification.
Courts have recognized that some non-solicitation provisions are so broad they effectively function as non-competes—preventing general competition rather than protecting specific relationships. A non-solicit covering all "prospective" clients the company ever pursued, with no time or contact limitations, may be challenged as a disguised non-compete subject to the statute’s one-year cap.
If your non-solicit would prevent you from working in your field at all—because your entire industry overlaps with your employer’s client base—that’s a framing worth exploring with counsel.
Non-solicits covering clients or contacts you personally developed before joining the employer, or relationships you independently maintained, face a different enforceability analysis. The employer’s ability to claim protectable goodwill weakens significantly when the relationship originated with you, not with the company.
Broad employee non-solicits can create problems when former colleagues respond to general job postings at your new employer. The 9 Problems case study in our severance series covers how we negotiated a carve-out making clear that it’s not a violation to communicate with, interview, or hire anyone who responds to a general public job advertisement not specifically targeted at the former employer’s workforce. Provisions like that are negotiable—and should be.
While no statutory cap applies to non-solicits, duration still factors into the reasonableness analysis. Restrictions exceeding two years face mounting judicial skepticism. One to two years is the practical range Utah courts have been most willing to enforce—and shorter is clearly negotiable, particularly in situations where you’re being terminated without cause.
Non-solicitation provisions are often dense, undefined, and buried in broader restrictive covenant sections. These are the specific elements to examine before signing.
Non-solicitation provisions appear in two contexts: employment agreements signed at hiring and severance agreements signed at departure. The enforceability considerations overlap, but the negotiating dynamics are quite different.
When a non-solicit appears in a severance agreement, the employer is asking you to accept post-employment restrictions in exchange for the payment. That transaction gives you real leverage to negotiate the scope, duration, and trigger conditions of the restriction—particularly if you’re being terminated without cause. An employer who chose to end the relationship faces a harder argument for why you should be barred from contacting clients you served.
Non-solicitation provisions are regularly negotiated—both in employment agreements before hire and in severance agreements at departure. The challenge is knowing which elements are movable and framing requests in ways that land.
Potentially yes. Unlike non-competes, non-solicitation agreements are excluded from Utah’s Post-Employment Restrictions Act, which means the one-year statutory cap doesn’t apply. Courts evaluate them under a reasonableness standard—one to two years is the practical range where enforcement is most common, though longer durations face mounting scrutiny. Duration is still a negotiation point, and shorter terms are achievable.
It depends entirely on how “solicitation” is defined in your agreement. Some clauses prohibit only active outreach from you; others prohibit doing business with former clients regardless of who initiates contact. If your agreement covers inbound contact, that’s a provision to negotiate before you sign. If you’ve already signed and a former client reaches out, review the specific language carefully before responding—and consult counsel if the situation is significant.
Without-cause termination weakens the employer’s justification for aggressive non-solicitation restrictions but doesn’t automatically void them. If you signed the restriction, it generally remains in effect unless the agreement itself includes a termination-trigger carve-out or unless the restriction is independently unenforceable under the reasonableness standard. This is exactly why negotiating termination-trigger carve-outs before signing is valuable—and why the circumstances of your termination can be a leverage point in severance negotiations.
No, though the two are often signed together and occasionally confused. A non-compete restricts your ability to work for competitors or in a competitive role—it limits what you do. A non-solicitation agreement restricts your ability to contact or do business with specific people (clients or colleagues)—it limits who you contact. In Utah, they’re treated differently under the law, with non-competes subject to a statutory one-year cap and non-solicits evaluated under common law reasonableness principles. Both are negotiable.
The absence of a statutory one-year cap doesn’t make non-solicitation agreements more powerful—it makes them less predictable. Enforceability turns on the specific facts of your role, your relationships, and how the restriction is drafted. That unpredictability is an argument for negotiating tighter terms upfront, not for assuming the restriction is acceptable as written.
Professionals in sales, consulting, finance, healthcare, and other relationship-driven fields—where client relationships are the foundation of a career—have the most at stake. So do leaders who may want to build teams at future employers. In both contexts, the non-solicitation terms in your employment or severance agreement deserve careful review and, in most cases, negotiation.
At The Utah Employment Lawyer (Crook Legal Group), we review and negotiate non-solicitation provisions for Utah employees at every stage of the employment relationship—before hire, at a contract renewal, and in severance agreements. If you’re reviewing an agreement that includes a non-solicit, contact us today for a confidential case evaluation.
Text or call us at (801) 695-9039 to learn more.
Disclaimer: This article provides general information only and does not constitute legal advice. Every non-solicitation agreement situation is unique and depends on specific facts and circumstances. Utah employment law is complex, and this article cannot address every possible scenario. For advice about your specific situation, consult with a qualified Utah employment attorney.
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