Nevertheless, because there may be strong moral aversion to abortion by some, neither a physician, a person associated with a hospital, nor an employee of the hospital may be required to directly or indirectly participate in an abortion, nor can they be punished or discriminated against for not performing or participating in an abortion. Employers should consult their legal counsel before taking any adverse employment action against an employee for what may be construed to be refusal to perform an abortion.

• For Adults – Utah has enacted no statute requiring employers to provide breaks and rest periods to adult employees.
• For Minors – An employer must provide a paid 10–minute rest period after no more than four (4) hours of work, and cannot prohibit a minor from taking a requested break every three (3) hours. An employer must provide a 30–minute meal period after no more than five (5) hours of work.

Breastfeeding: Employers should be aware that a woman may breastfeed in any place where women otherwise may rightfully be.

There are generally two circumstances in which a noncompetition agreement would be used:

1. in connection with the sale of a business and
2. in the case of employment or similar agreements.

Sale of Business.  Normally, a noncompetition agreement entered into between the buyer and seller of a business in which the seller agrees not to engage in the same or similar area of business or otherwise compete with the business that he sold is enforceable. The duration of such noncompetition covenants may vary but it is not uncommon in the case of an installment purchase (purchase of the business over time) for it to run for the entire period that payments are due. If the installment period is short, the covenant can run for a period of time thereafter. The reason this type of noncompetition agreement is easy to enforce is because the seller is held to a duty not to interfere with the business that he sold. The buyer needs to have a reasonable chance to make it work and to obtain a return on his investment in purchasing the business. Obviously, it would make no sense to lay out funds to buy a business only to have the seller set up across the street and continue what he was doing, attract the same customers and trade on the same good will and reputation. To assure that his does not happen, the terms of noncompetition must be in writing and follow a reasonably specific framework as will be explained below.

Employees. The use of a noncompetition agreement with employees is somewhat trickier than in the case of the sale of a business. Again, there is a general disfavor of agreements that restrict a person’s right to earn a living and unlike the sale of a business where the seller received money, which if the agreement is properly done, was payment for the noncompetition covenant; the employee may not get any additional money for the noncompetition. Courts are reluctant to enforce an agreement that creates an undue hardship i.e. requiring a person to move to another town or state merely to continue his or her regular occupation. For example, you could not require all teachers and staff in a private school to sign such an agreement and then enforce it against them if they left. A noncompetition covenant is not a routine agreement signed by everyone in the business. It does, however, become more applicable to certain (usually highly paid and highly entrusted) employees where the move to a competitor would have serious consequences for the employer and where the restriction would not create an undue hardship on the employee who is leaving. The foregoing having been said, Utah courts still balance such agreements against a person’s right to contract – even if it is a bad contract. Your own stupidity is not a defense. Utah courts are more likely to enforce such agreements than states like California or Oregon. The laws do vary from state to state.

The terms and conditions of such agreements must be artfully drafted and fully acknowledged in the agreement – normally at such time as the employee is hired. If the employer chooses to pay, in addition to salary, a separate amount for the noncompetition covenant, that is a good practice even though in Utah it is not required. Remember, as important as being consistent with the current law, you want to make sure you have contract terms that a judge would think are fair.

Employee noncompetition agreements are sometimes more difficult when there are numerous persons in a small business who are in key positions. There are many other more complicated terms that you may want to avoid unless they fit your situation perfectly, for example, the classic “coaches contract” which you often read about when a college or NFL coach moves to another school or team. In these types of agreements there is a buyout-right which the existing employee or the employer can pay to get a release of the noncompetition covenant. Again, this is a tricky area. Sometimes the mere existence of a buyout clause makes the noncompetition covenant unenforceable. A competent lawyer in this area can help you navigate through the complications. 

Basic Elements. Fundamental to all noncompetition agreements are several basic elements that must always be unambiguous and reasonable, namely:

1. Time (duration) and location (geography) of the restriction. The time frame can be interpreted to be open ended or unreasonably long.  If the area of restriction is too broad the entire agreement will fail.
2. There should be no bad-faith in the negotiation of the contract
3. The covenant must be necessary to protect the good-will of the business (not to punish the restricted person)

Most effective noncompetition agreements are narrowly tailored in terms of time and location to the circumstances. For example, if a person sells a dry cleaning business, the restriction should be within the number of miles from the business that customers routinely travel to come to the dry cleaners. If there are definite plans to expand the business, the geographic restriction can be larger. It can’t just be based on a pie-in-the-sky “someday I’m going to start a nationwide franchise.” Obviously, restrictions as to internet-intense business or national or international sales oriented businesses become quite complicated. Again, the well-trained lawyer can help.

Restriction as to time for a key employee in Utah is usually not more than a year, again, this is assuming no buyout or extremely highly compensated employee status, but some covenants may go longer. Likewise, the type of work restriction cannot go beyond what the buyer, or the employer, as the case may be, actually does. For example, as a company that sells vitamins, you may be able to restrict your CEO from being hired away to another direct vitamin competitor but if he chooses to move to a lumber company, you could not restrict that move.

There are many other reasonably complex issues that must be considered in the use of a noncompetition covenant. Do not get noncompetition covenants mixed up with nondisclosure or confidentiality agreements. They are in the same area but entirely different animals. There are also other sister-clauses such as nonsolicitation of employees and nondisparagement that are often considered when doing a noncompetition agreement as well. Again, these require expertise in order to draft appropriately.

Great care should be taken when considering noncompetition agreements. Knowing when such an agreement will work and when it will not, can be critical to the success of your business.