Does Utah's trade secrets act displace our NDA or confidentiality claims?
Not contract claims. The Utah Uniform Trade Secrets Act, except as its own subsection (2) provides, displaces conflicting tort, restitutionary and other Utah law providing civil remedies for misappropriation of a trade secret; subsection (2) leaves untouched contractual remedies, whether or not based upon misappropriation of a trade secret, other civil remedies not based upon misappropriation of a trade secret, and criminal remedies, whether or not based upon misappropriation of a trade secret (§ 13-24-8). A trade secret is information, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value from not being generally known or readily ascertainable by proper means and is the subject of reasonable efforts to maintain its secrecy. Misappropriation means acquiring another's trade secret knowing or having reason to know it was acquired by improper means, or disclosing or using it without consent in the circumstances the Act lists, and improper means includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, and espionage through electronic or other means (§ 13-24-2).
The trap
The confidentiality agreement is the claim that survives: a tort claim built on misuse of trade secrets is displaced. Under the Post-Employment Restrictions Act, an employer that tries and fails to enforce a nondisclosure or nonsolicitation clause against an employee owes the employee's costs, attorney fees and actual damages (§ 34-51-301), and on or after May 6, 2026 certain veterinarian nondisclosure clauses are void.
5 authorities
- statuteUtah Code § 13-24-8enactment date not established
The words that state the rule
Except as provided in Subsection (2) , this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret. This chapter does not affect: contractual remedies, whether or not based upon misappropriation of a trade secret; other civil remedies that are not based upon misappropriation of a trade secret; or criminal remedies, whether or not based upon misappropriation of a trade secret.
- statuteUtah Code § 13-24-2enactment date not established
The words that state the rule
"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
- statuteUtah Code § 34-51-301enactment date not established
The words that state the rule
If an employer seeks to enforce a non-compete agreement, healthcare non-compete agreement, nondisclosure clause, or nonsolicitation agreement through arbitration or by filing a civil action and it is determined that the non-compete agreement, healthcare non-compete agreement, nondisclosure clause, or nonsolicitation agreement is unenforceable, the employer is liable for the employee's: costs associated with arbitration; attorney fees and court costs; and actual damages.
- statuteUtah Code § 34-51-205enactment date not established
The words that state the rule
On or after May 6, 2026, a person and a veterinarian may not enter into a nondisclosure clause in which the individual agrees to not disclose or discuss the individual's experience working for or with the person. A nondisclosure clause that violates this section is void.
- statuteUtah Code § 13-24-2enactment date not established
The words that state the rule
"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. "Misappropriation" means: acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or disclosure or use of a trade secret of another without express or implied consent by a person who: used improper means to acquire knowledge of the trade secret; or at the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was: derived from or through a person who had utilized improper means to acquire it; acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.