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You’ve just been handed a severance agreement, and buried in the legal language is a non-compete clause that feels like a career death sentence. You can’t work for competitors. You can’t solicit clients. The geographic scope covers half the state. And it lasts a full year.
Take a breath. That non-compete may not be as ironclad as your employer wants you to believe.
Utah law places real limits on what employers can enforce in non-compete agreements—and in our experience representing Utah employees through severance negotiations, most non-competes contain provisions that are either legally vulnerable, practically unenforceable, or both. More importantly, they’re negotiable.
This guide covers what Utah law actually says about non-competes, the specific provisions that are most vulnerable to challenge, and what we’ve successfully negotiated away for clients facing exactly this situation.
Whether you’re reviewing a severance package right now or anticipating a conversation about separation terms, understanding your rights under Utah law puts you in a fundamentally stronger position.
Non-compete clauses in severance agreements serve a different purpose than non-competes signed at the start of employment. When you were hired, a non-compete was part of the deal—you accepted restrictions in exchange for the job itself. Severance is a different transaction entirely.
In severance, your employer is asking you to accept career restrictions in exchange for a payout—usually alongside a release of legal claims. They’re using the termination as leverage to extract protections they may not have secured when you were hired, or to expand restrictions beyond what your original employment agreement included.
This distinction matters. If you’re being terminated without cause, your employer’s justification for restricting your future career is significantly weaker. Courts recognize this, and it creates real negotiation leverage.
It’s also worth noting that many severance agreements attempt to expand or modify non-compete terms that existed in your original employment agreement. The severance document may introduce broader geographic restrictions, longer durations, or wider activity definitions than what you originally agreed to. You are not obligated to accept expanded terms just because they appear in the new agreement.
So is a non-compete clause enforceable in Utah? The answer depends on whether it complies with Utah’s non-compete regulations—and many don’t. Utah isn’t a free-for-all when it comes to non-competes. The Post-Employment Restrictions Act (Utah Code § 34-46-101 et seq.) imposes specific limits that many employers either don’t know about or quietly hope you won’t discover.
Utah law caps non-compete agreements at one year in employment agreements. Any provision that attempts to restrict your employment beyond twelve months is unenforceable under the statute. If your employment agreement includes an 18-month or two-year non-compete, it’s already on shaky legal ground. Although the one-year restriction is not applicable to provisions in severance agreements, any restriction must still be reasonable. More and more courts are finding that agreements longer than a year are unreasonable, even in severance agreements.
Beyond the time cap, Utah courts evaluate non-competes using a reasonableness standard. The restriction must be reasonable in scope, necessary to protect a legitimate business interest, and not impose undue hardship on the employee. A non-compete that effectively prevents you from earning a living in your field is unlikely to survive judicial scrutiny.
Non-competes require adequate “consideration”—something of value exchanged for your agreement. When you sign a non-compete at hiring, the job itself is the consideration. But when a non-compete is introduced for the first time in a severance agreement, the question becomes whether the severance payment alone constitutes sufficient consideration. This is a genuine legal vulnerability that strengthens your negotiating position.
Understanding how courts evaluate non-competes helps you identify which provisions in your agreement are genuinely enforceable and which are overreaching.
Courts look at whether the geographic restriction matches the employer’s actual business footprint. A statewide non-compete for an employee who served clients in a single county is likely overbroad. And in an era of remote work, geographic restrictions that don’t account for how the employee actually performed their role face increasing skepticism.
Vague language like “competing business” or “similar services” can render a non-compete unenforceable—or at minimum, highly negotiable. If the restriction could reasonably be interpreted to prevent you from working anywhere in your entire industry, courts are less likely to enforce it. The restriction needs to be specific enough to protect the employer’s legitimate interests without effectively blacklisting you from your profession.
The employer must demonstrate they’re protecting something real—trade secrets, proprietary client relationships, or specialized training they invested in. General competitive concerns aren’t enough. And if they terminated you, the argument that you pose a competitive threat becomes harder for them to make.
In our experience representing Utah employees, these are the provisions most frequently negotiated down or eliminated entirely.
Overbroad geographic restrictions are among the easiest provisions to challenge. If your role was limited to a specific region, there’s little justification for a statewide or multi-state restriction. We’ve negotiated statewide restrictions down to single counties, and in some cases eliminated geographic restrictions entirely for employees whose work was primarily remote.
Shorter periods are negotiable—especially when you’re being terminated without cause. If the employer is ending the relationship, asking you to sit on the sidelines for a full year is a hard position to justify. We regularly negotiate 12-month restrictions down to six months or less, and for involuntary terminations, we frequently secure complete elimination.
Vague definitions of restricted activities give you significant leverage. If “competing services” could mean almost anything in your industry, push for specific, narrowly defined restrictions that protect the employer’s actual interests without preventing you from using your professional skills. We’ve rewritten broad activity restrictions to allow clients to work in the same industry in a different specialty or functional area.
Non-solicitation provisions are often disguised as non-competes, preventing you from contacting any client or customer of the company—including people you brought to the business or relationships that predate your employment. These provisions can be narrowed to cover only clients you personally serviced during a defined period, rather than the employer’s entire client base.
One of the most valuable negotiation points is when the non-compete applies. Many employees successfully negotiate provisions stating that the non-compete only takes effect if they resign voluntarily—not if they’re terminated. The logic is straightforward: if the employer chose to end the relationship, they shouldn’t also get to control where you work next.
To illustrate what’s possible, here’s an example from our practice. We recently represented a physician who was terminated from a multi-location medical practice. His severance agreement included a non-compete that would have prevented him from practicing medicine in his specialty for a full year. For a doctor who had dedicated years to building expertise in a specific field, this restriction was potentially devastating.
Through negotiation, we achieved complete elimination of the non-compete. Our client was free to accept employment with any medical facility—including direct competitors—immediately upon separation. We also secured mutual non-disparagement protections, a mutual release of claims, and narrowed confidentiality provisions that had been drafted far too broadly. The monetary compensation stayed the same, but the transformation in his career freedom and legal protection was dramatic.
This isn’t an outlier. In other cases, we’ve narrowed geographic restrictions from statewide to a single market area, reduced 12-month restrictions to 90 days, and rewritten activity definitions to allow employees to continue working in their field without restriction. These provisions are routinely negotiated. They are not set in stone.
Read the full case study here.
Some non-competes have fatal flaws that go beyond being merely overbroad. Watch for these situations:
Identifying these vulnerabilities doesn’t just inform litigation strategy—it strengthens your negotiating position before you sign anything.
Employees who accept non-compete provisions without negotiation often don’t feel the consequences until months later, when they’re trying to find their next role.
An overbroad non-compete can force you to turn down job offers in your field, relocate to work outside the restricted area, or wait out the restriction period while burning through savings. And if you inadvertently violate a restriction you didn’t challenge, you face potential litigation—even if the provision wouldn’t have survived a court challenge. Defending against a breach-of-contract claim is expensive and stressful, regardless of the merits.
We also see employees who accept non-competes without review lose leverage with prospective employers. When a hiring company learns you’re bound by a non-compete, they may hesitate to extend an offer—or offer less favorable terms—because of the perceived legal risk. A non-compete you could have eliminated or narrowed now affects not just your job search but your earning power.
The time to address a problematic non-compete is before you sign the severance agreement, not after you’ve already accepted terms that limit your options.
This is a common employer tactic. Presenting a severance agreement as a take-it-or-leave-it proposition discourages employees from pushing back. And if you’re worried they’ll simply rescind the offer if you negotiate, that almost never happens when an employee is acting in good faith. In practice, almost every severance term is negotiable. Even when monetary amounts are genuinely fixed—which is rarer than employers suggest—non-compete scope, duration, geographic restrictions, and trigger conditions can almost always be adjusted.
Another tactic: urgency. Employers sometimes pressure employees to sign quickly, suggesting the offer will expire. While offers can have legitimate deadlines, employees over 40 are entitled to at least 21 days to review severance agreements under federal law. Regardless of your age, you should never feel rushed into signing away your career freedom. A reasonable employer will grant time for review.
When an employment attorney handles your severance negotiation, the dynamic shifts. Your lawyer identifies enforceability weaknesses the employer may not want tested in court. Requests are framed professionally, backed by legal analysis rather than emotion. And employers respond differently when they know you’re represented—the signal is clear that you understand your rights and are treating the severance as the significant legal transaction it is.
In many cases, simply having counsel involved leads to improved terms without contentious back-and-forth. Employers know that aggressive non-competes are legally vulnerable, and they’d rather negotiate reasonable terms than risk having a court throw out the restriction entirely.
A non-compete clause in your severance agreement doesn’t have to define the next chapter of your career. Utah law limits what employers can enforce, courts scrutinize overreaching restrictions, and experienced negotiation regularly produces better terms—often dramatically better. If you’re dealing with a non-compete clause in Utah, the law may be more on your side than you realize.
If you’re reviewing a severance agreement with non-compete provisions, don’t sign until you understand what’s actually enforceable and what can be changed.
At Crook Legal Group, we help Utah employees evaluate and negotiate non-compete provisions every day. Text or call us at (801) 695-9039 to learn more.
Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. Every situation is unique, and outcomes depend on specific facts and circumstances. If you need legal advice, please consult with a qualified attorney.
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