UTAH AT-WILL EMPLOYMENT AGREEMENT

(Comprehensive Template – Version 2025.1)

[// GUIDANCE: This template is drafted for private-sector, non-union, at-will employment in the State of Utah. It incorporates the Utah Post-Employment Restrictions Act (“UPERA”) and other Utah-specific at-will exceptions. Tailor all bracketed items, confirm corporate authority, and review for factual accuracy before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Employer desires to employ Employee in an at-will capacity subject to the terms and conditions of this Agreement.
B. Employee desires to accept such employment on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in alphabetical order and apply uniformly throughout this Agreement.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
“Applicable Law” – collectively, all federal, state, and local laws, statutes, regulations, and ordinances applicable to the Parties, including Utah Code Ann. Title 34.
“Base Salary” – Employee’s gross annual salary as specified in Section 3.2(a), as may be adjusted in writing.
“Cause” – (i) willful misconduct or gross negligence; (ii) material breach of this Agreement or Employer policy; (iii) fraud, dishonesty, or misappropriation; (iv) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude.
“Confidential Information” – all non-public information concerning Employer or its Affiliates, whether written, oral, or electronic, including trade secrets under Utah Uniform Trade Secrets Act.
“Good Reason” – (i) material reduction in Base Salary; (ii) material diminution of primary duties; or (iii) mandatory geographic relocation > [50] miles, provided Employee gives notice and cure opportunity under Section 6.2.
“Post-Employment Restricted Period” – the twelve (12) month period immediately following the Termination Date, consistent with Utah Code Ann. § 34-51-201(1).
“Termination Date” – the date on which Employee’s employment with Employer ends for any reason.

[// GUIDANCE: Add or delete defined terms to match the customized business deal.]

3. OPERATIVE PROVISIONS

3.1 Position; Duties; Best Efforts

(a) Position. Employer hereby employs Employee as [TITLE] reporting to [POSITION].
(b) Duties. Employee shall perform the duties customarily associated with such position and such other lawful duties as may be assigned.
(c) Best Efforts. Employee shall devote full working time and best efforts to Employer and shall comply with all lawful Employer policies.

3.2 Compensation and Benefits

(a) Base Salary. Employer shall pay Employee a Base Salary of [$_] per annum, payable in accordance with Employer’s normal payroll practices, subject to deduction and withholding as required by Applicable Law.
(b) Bonus/Incentive Compensation. [DISCRETIONARY / FORMULA] bonus eligibility per Employer policy.
(c) Benefits. Employee shall be eligible to participate in Employer’s employee benefit plans, subject to plan terms.
(d) Reimbursement. Employer shall reimburse reasonable, pre-approved business expenses in accordance with policy and IRS guidelines.

3.3 At-Will Employment and Utah Exceptions

(a) At-Will Statement. Employment is “at-will,” meaning either Party may terminate employment at any time, with or without Cause, notice, or reason, subject only to Applicable Law and the terms of this Agreement.
(b) Utah Public Policy Exception. Nothing herein permits termination for reasons that violate clear Utah public policy (e.g., refusal to violate law, performing public duty, or exercising statutory rights).
(c) Implied-In-Fact Contract Exception. This Agreement, together with any future written agreements executed by duly authorized officers, constitutes the entire contract of employment; no oral statements or Employer policies shall create an implied contract altering at-will status.
(d) Implied Covenant of Good Faith. Employer will not terminate Employee to avoid accrued compensation or benefits already earned under this Agreement.

3.4 Working Time; Location

Normal work schedule [XX hours/week] at [worksite / remote / hybrid]. Employer may reasonably modify schedule or location in response to business needs, subject to Section 2 definition of Good Reason.

3.5 Conditions Precedent

Employment is conditioned on: (i) completion of I-9 verification; (ii) satisfactory background and reference checks; (iii) execution of this Agreement and any proprietary rights agreements; and (iv) Employee’s continued ability to work lawfully in the United States.

4. REPRESENTATIONS & WARRANTIES

4.1 By Employer

(a) Organization & Authority. Employer is duly organized, validly existing, and in good standing.
(b) Power & Authorization. Employer has full corporate power to execute and perform this Agreement.

4.2 By Employee

(a) Accuracy. Information provided in Employee’s résumé, application, and interviews is materially accurate.
(b) No Conflicts. Execution and performance will not breach any other agreement or fiduciary duty.
(c) Licensure. Employee holds and will maintain all licenses and certifications necessary to perform assigned duties.

4.3 Survival

All representations and warranties survive termination to the extent necessary to enforce rights arising hereunder.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall (i) keep Confidential Information strictly confidential; (ii) use such information solely for Employer’s benefit; and (iii) return/destroy all materials upon request or termination.

5.2 Intellectual Property Assignment

Employee hereby assigns to Employer all right, title, and interest in any inventions, works of authorship, or other intellectual property created within the scope of employment or using Employer resources.

5.3 Non-Competition (UPERA-Compliant)

(a) Limited Covenant. During employment and throughout the Post-Employment Restricted Period, Employee shall not, within [geographic scope], directly compete with Employer in [describe business line].
(b) Statutory Compliance. The Parties intend this Section 5.3 to comply with Utah Code Ann. §§ 34-51-101 et seq. The duration shall not exceed twelve (12) months post-employment; Employer shall pay all wages due; and enforcement shall not unreasonably restrict Employee’s ability to earn a livelihood.
(c) Severability & Reformation. If a court finds any aspect overly broad, such provision shall be reformed to the minimum extent necessary for enforceability.

[// GUIDANCE: Utah law also allows narrower “non-solicitation” clauses, which may be easier to enforce.]

5.4 Non-Solicitation

For eighteen (18) months after Termination Date, Employee shall not:
(i) solicit or encourage any employee or contractor to cease employment/engagement with Employer; or
(ii) solicit business from any customer with whom Employee had material contact in the last twelve (12) months of employment.

5.5 Return of Property

Upon Termination Date or earlier request, Employee shall return all Employer property.

5.6 Notice Obligations

Employee shall provide [X calendar days] written notice before resigning. Employer may, at its sole discretion, accept resignation immediately and pay Base Salary in lieu of notice.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) By Employee: (i) breach of Sections 5.1–5.5; (ii) material breach of any other provision; (iii) misconduct amounting to Cause.
(b) By Employer: (i) failure to pay accrued compensation within fifteen (15) days after written notice; (ii) material breach of any provision not cured within thirty (30) days after notice.

6.2 Notice & Cure

Except with respect to Cause, the non-defaulting Party shall give written notice describing the default and provide the defaulting Party a cure period as specified above.

6.3 Graduated Remedies

(a) Specific Performance / Injunctive Relief. The Parties acknowledge monetary damages may be inadequate for breach of Sections 5.1–5.5; therefore, limited injunctive relief is appropriate, subject to Section 8.4.
(b) Damages. Recover actual damages proven, subject to the limitation of liability in Section 7.2.
(c) Attorneys’ Fees. Prevailing Party is entitled to reasonable attorneys’ fees and costs, except as otherwise required under Utah Code Ann. § 34-51-301 (UPERA fee-shifting).

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold harmless Employer, its officers, directors, employees, and agents from and against any losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of Employee’s gross negligence, willful misconduct, or material breach of this Agreement or Employer policy.

7.2 Limitation of Liability

Notwithstanding any contrary provision and to the maximum extent permitted by Applicable Law, Employer’s aggregate liability to Employee for claims arising under or relating to this Agreement (excluding unpaid wages, unreimbursed expenses, and vested benefits) shall not exceed the sum of (i) twelve (12) months of Base Salary and (ii) the cash value of Employee’s benefits for the same period.

7.3 Insurance

Employer maintains workers’ compensation and general liability insurance in accordance with Applicable Law. Employee is responsible for maintaining personal insurance (e.g., auto) as required by policy or law.

7.4 Force Majeure

Neither Party shall be liable for delay or failure to perform due to events beyond reasonable control, including acts of God, war, terrorism, or governmental orders, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute or claim (whether contractual or otherwise) shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws rules.

8.2 Forum Selection

Subject to Section 8.3, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Utah.

8.3 Arbitration (Optional)

[OPTION A – Include Arbitration]
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The award may be entered in any court of competent jurisdiction.

[OPTION B – Omit Arbitration]
Arbitration is not required.

[// GUIDANCE: Delete unused option and renumber provisions.]

8.4 Injunctive Relief (Limited)

Either Party may seek preliminary equitable relief solely to enforce Sections 5.1–5.5; such relief shall be narrowly tailored and without prejudice to the court’s ultimate determination on the merits.

8.5 Jury Trial Waiver (Optional)

[JURY WAIVER] The Parties knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any action or proceeding arising out of this Agreement.

[// GUIDANCE: Utah courts generally enforce jury waivers when clear and conspicuous. Retain or delete per client preference.]

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. Waiver of a breach is not waiver of any other or subsequent breach.

9.2 Assignment. Employee may not assign or delegate any rights or obligations. Employer may assign to a successor in interest.

9.3 Successors & Assigns. This Agreement binds and inures to the benefit of the Parties and their lawful successors and permitted assigns.

9.4 Severability & Reformation. If any provision is invalid, illegal, or unenforceable, the remaining provisions remain in effect. The Parties authorize a court to reform any unenforceable restrictive covenant to the minimum extent required.

9.5 Integration. This Agreement supersedes all prior oral or written agreements concerning its subject matter and constitutes the entire agreement between the Parties.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and delivered via electronic signature (e.g., DocuSign) with the same force and effect as original signatures.

9.7 Notices. All notices must be in writing and delivered (i) by personal delivery, (ii) certified mail (return receipt requested), or (iii) nationally recognized overnight courier, to the addresses set forth in the preamble or such other address designated by notice.

9.8 Headings. Headings are for convenience only and do not affect interpretation.

9.9 Construction. The Parties acknowledge they have jointly participated in drafting and no presumption or rule of construction shall apply against either Party as drafter.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Utah does not generally require notarization for employment contracts, but notarize if client desires additional authenticity.]

END OF DOCUMENT