Good Contracts Prevent Bad Lawsuits
Most business disputes I handle could have been avoided with a better contract upfront. Utah small businesses routinely use vague, outdated, or incomplete agreements—especially when money is tight or operations are moving fast.
A solid contract doesn’t have to be complicated. But it does need to be clear, enforceable, and relevant to Utah law. Here’s what should (and shouldn’t) go into your business agreements.
What Every Utah Business Contract Should Include
1. Names and Capacity of All Parties
Use full legal names—no nicknames or shorthand—and clarify the legal role (LLC, individual, partnership, etc.) of each party. This prevents future confusion and ensures enforceability.
2. Clear Scope of Work or Deliverables
What is each party agreeing to do, and when? Spell it out in plain English. Include specifics: quantities, deadlines, milestones, and quality standards.
3. Payment Terms
Include how much will be paid, when it’s due, what happens if it’s late, and how disputes over payments will be resolved.
4. Termination Clause
How does either side end the contract? Does it renew automatically? What happens if one party wants out early?
5. Dispute Resolution and Venue
State whether disputes will go to court or arbitration, and which state’s laws apply. Utah businesses should almost always select Utah law and venue to avoid fighting legal battles out of state.
For a real-world example of how disputes unfold, read:
When Walking Away Isn’t the End: How Smart Negotiation Secured a Strong Settlement
6. Signature Blocks with Dates
Both parties should sign the contract and date it. No signature = no deal.
Optional (But Smart) Provisions
Confidentiality Clauses
Especially important when financials, trade secrets, or customer lists are involved.
Non-compete or Non-solicitation Terms
These must be narrowly tailored and legally compliant under Utah law—especially in employment or contractor agreements.
Force Majeure Clauses
This protects both parties when acts of God or unforeseeable disasters interrupt performance.
Attorney Fees Clause
If you want to recover legal fees if the contract ends in litigation, include it. Utah courts won’t imply this unless it’s clearly stated.
What Not to Include (or Handle with Caution)
Boilerplate You Don’t Understand
Copy-pasting legal language from a random source is a great way to end up with contradictions and loopholes.
Overly Broad or Illegal Clauses
Utah courts will strike down unreasonable non-competes, excessive penalties, or clauses that appear one-sided.
Conflicting Terms
If parts of your agreement contradict each other, that creates ambiguity—and the court will interpret it against the drafter.
Final Thoughts
Clear, enforceable contracts are the foundation of a stable Utah business. They reduce the risk of lawsuits, protect relationships, and give you a solid legal footing when things go wrong.
If you’re relying on handshake deals, outdated templates, or agreements from another state, you’re taking unnecessary risks.
Call (801) 882-7444 or email info@duckworthlegalgroup.com to make sure your contracts do what they’re supposed to—protect your business.