Vendor and supplier contracts are usually the other side’s paper, signed quickly, and governed by Utah’s Uniform Commercial Code rather than general contract law. That distinction changes the deadline to sue, the effect of an unanswered email, and whether a signature was ever required at all.

Last updated: October 2026

Key Takeaways

Goods or services? The answer changes the rules

The first question in any supplier relationship is whether the predominant purpose of the deal is goods or services. Contracts for the sale of goods fall under Utah’s version of UCC Article 2, at Title 70A Chapter 2. Service contracts fall under general contract law. Mixed contracts get classified by which predominates.

The ten day rule

This is the single most consequential rule in Utah supplier practice, and most businesses have never heard of it.

Between merchants, if a written confirmation of the contract is received within a reasonable time and the recipient has reason to know its contents, it satisfies the writing requirement against the recipient unless written notice of objection is given within ten days after it is received.

Utah Code Section 70A-2-201(2), summarized

The practical effect: a supplier emails a confirmation containing terms you never agreed to. You file it. Ten days later you may be bound to those terms. Between businesses, ignoring paperwork is an act with legal consequences.

The response is simple and cheap. Read confirmations on arrival, and object in writing, immediately, to anything that does not match the deal. A one line email inside the window is enough to preserve the position.

The shortened limitations clause

Under Section 70A-2-725, an action for breach of a contract for sale must be brought within four years. Two features matter.

First, the period runs from the breach itself, regardless of whether you knew about it. A latent defect discovered in year five is generally out of time even though you could not have found it sooner.

Second, the parties may reduce the four years to as little as one year by original agreement, though they can never extend it. Supplier standard terms frequently contain exactly this clause, and it is enforceable. When reviewing supplier paper, search for “one year” and for “limitation” specifically.

What to negotiate in supplier terms

The governing law row is the most important and the most overlooked. If the contract selects another state, Utah’s reciprocal attorney fee rule at Section 78B-5-826, Utah’s ten percent default interest rate at Section 15-1-1(2), and the rest of the analysis above may not apply.

The battle of the forms

A familiar sequence: you send a purchase order with your terms, the supplier sends an acknowledgment with theirs, the goods ship, and nobody ever agrees which terms govern. Article 2 has machinery for resolving this, but the outcome is unpredictable and depends on details of what each document said and whether either objected.

Two practical responses. For a significant or recurring relationship, negotiate one master agreement so the forms never fight. For everything else, at least read the acknowledgment when it arrives and object inside the ten day window to anything that conflicts with your order.

When a supplier fails to perform

The sequence is the same as any breach, with the UCC differences layered on.

1. Confirm which clock applies. Four years for goods from the date of breach, unless the contract shortened it.
2. Preserve everything. Order, acknowledgment, delivery records, the defective goods themselves where practical.
3. Give written notice of the problem promptly. Delay can limit remedies on a goods contract.
4. Mitigate. Source elsewhere if you reasonably can, and document what the substitute cost. Losses you could have avoided are generally not recoverable.
5. Send a demand. Most disputes resolve here.

The general framework is at what to do first in a Utah breach of contract, and the deadline detail at the Utah limitations guide.

Electronic dealing

Most supplier relationships now run on email and portals. Utah’s Uniform Electronic Transactions Act at Section 46-4-201 gives electronic records and signatures the same legal effect as paper, and Section 46-4-105(2) allows agreement to transact electronically to be inferred from conduct.

Which means a course of dealing conducted entirely by email produces binding contracts. Clicking through a portal’s terms is signing them.

For the general review method, see the Utah contract review checklist.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

A commercial lease is usually the largest financial commitment a small Utah business makes, and it comes with almost none of the statutory protection that applies to residential tenants. Commercial leasing in Utah runs on freedom of contract, which means the document is the law between you and the landlord.

Last updated: October 2026

Key Takeaways

Why a commercial lease is different

Residential tenants in Utah have a set of statutory protections around habitability, notice, and deposits. Commercial tenants largely do not. The presumption in commercial leasing is that both parties are sophisticated businesses capable of negotiating their own terms, so the courts enforce what was written.

The practical consequence: there is no statutory backstop waiting to rescue you from an unfavorable clause. Everything has to be caught before signature.

Two Utah rules do apply directly. Under Section 25-5-3, a lease of real property for longer than one year is void unless it is in writing and signed. And under Section 25-5-4, a personal guarantee, which is a promise to answer for another’s debt, must also be in writing and signed.

The guarantee is the clause that matters most

Most landlords in the Salt Lake and Utah County markets will ask a small business tenant for a personal guarantee. It converts a business obligation into a personal one, and it does not disappear when the business does.

A personal guarantee means the landlord can pursue you individually for the remaining rent even after the company has closed, the doors are locked, and the entity has been dissolved.

The LLC liability shield at Section 16-20-304 does not reach a guarantee you signed personally

You will usually not get the guarantee removed entirely. You can often limit it, and these four asks are commonly granted:

• A cap. Limit the guarantee to a fixed number of months of rent rather than the entire term.
• A burn off. The guarantee expires after a period of on time payment, commonly two or three years.
• A good guy clause. The guarantee ends if you surrender the space properly with notice, even if you leave early.
• Naming only one guarantor. If there are three owners, do not let all three sign jointly and severally without discussing it.

The full review, clause by clause

The three clauses tenants regret most

Restoration. A clause requiring you to return the premises to their original condition means removing the improvements you paid to install. Tenants who negotiated a generous improvement allowance and ignored the restoration clause have paid for the same work twice. Ask for a written waiver of restoration for the specific improvements being made now, at the time of the build out.

Assignment. If the landlord’s consent to assignment can be withheld for any reason, you cannot readily sell the business, because the buyer needs the space. The standard ask is that consent “shall not be unreasonably withheld, conditioned, or delayed.”

Operating expense pass throughs. In a triple net lease, uncapped CAM charges can rise faster than base rent. Ask for a cap on controllable expenses, commonly a fixed percentage per year, with taxes and insurance carved out.

Do this before you sign anything

1. Confirm zoning and permitted use with the city. Salt Lake City handles this through its business licensing office; every other city runs its own process. Discovering after signature that your use is not permitted at that address is the most expensive avoidable mistake in commercial leasing.
2. Verify the landlord actually owns it. The county recorder is the check. If you are dealing with a property manager, confirm their authority.
3. Read the exhibits. The rules and regulations exhibit contains real obligations and is almost never read.
4. Model the full term. Base rent, escalations, estimated CAM, and the restoration cost at the end. Compare that number to the one in the broker’s summary.
5. Diary every notice deadline. Renewal options, termination notices, and estoppel response windows.

Deadlines if something goes wrong

A lease is a written contract, so a claim under it carries the six year limitations period at Section 78B-2-309. If the lease has an attorney fee clause, Section 78B-5-826 makes it reciprocal, so a clause drafted for the landlord is available to a prevailing tenant. Where the lease is silent on interest, Section 15-1-1(2) supplies ten percent per year.

For the general framework, see the Utah contract review checklist and contract lawyers in Utah.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

A contract review works through the same fourteen questions every time, in roughly the same order. Most of the value comes from six of them: who is bound, what completion means, how payment works, how it ends, who pays when something goes wrong, and where a dispute gets decided. This is that checklist, with the Utah rules attached.

Last updated: October 2026

Key Takeaways

Before the clauses: three structural checks

1. Are the parties correct? The legal name of your entity, spelled exactly as registered, not the trade name. A contract naming a company that does not exist is a contract with you personally.

2. Does the signature block protect you? It should show the company name, your name, and your title. Signing your name alone is one of the two most common routes to accidental personal liability. The other is a guarantee, which under Section 25-5-4 must be in writing, so if you gave one there is a document proving it.

3. Are all the attachments actually attached? Exhibits, schedules, statements of work, and referenced policies. If the contract incorporates a document you have not read, you have agreed to something you have not read.

The fourteen point review

The six that decide most disputes

Acceptance and completion. Payment fights are almost always definition fights. If the contract says work is complete when the customer is “satisfied,” you have given them a veto over your invoice. Objective criteria, or a deemed acceptance period, fix this.

Termination. Read whether both sides can terminate for convenience, and on what notice. An agreement only the other side can exit is an agreement you will pay to leave.

Limitation of liability. Check three things: whether there is a cap, what the cap is tied to, and whether it applies to both parties. A cap tied to fees paid in the preceding twelve months is common and usually reasonable. No cap at all is not.

Indemnity. The most under read clause in commercial contracts. Ask whether it is mutual, whether it is limited to third party claims, and whether the liability cap applies to it. An uncapped indemnity can exceed the entire value of the deal.

Governing law and venue. If the contract selects another state’s law, every Utah protection in this article may fall away, including the reciprocal fee rule. This is negotiable far more often than people assume.

Attorney fees. Under Section 78B-5-826, a fee provision in a writing is reciprocal in Utah. A clause the other side wrote for themselves is available to you, and one you wrote for yourself is available to them.

The Utah specific traps to search for

An action for breach of a contract for sale must be commenced within four years after the cause of action accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.

Utah Code Section 70A-2-725, summarized

Shortened limitations period. On a goods contract, the other side can lawfully cut your window from four years to one. Search the document for “one year” and for “limitation.”

Merchant confirmation. Under Section 70A-2-201, between merchants a written confirmation binds the recipient unless they object within ten days. If the deal is being papered by exchanged confirmations rather than one signed contract, that ten day window is a live obligation.

Anything that must be written. Section 25-5-4 voids six categories without a signed writing, including guarantees and agreements that cannot be performed within a year. Section 25-5-3 covers land sales and leases over a year.

Electronic execution. Section 46-4-201 makes electronic signatures effective between parties who agreed to transact electronically. Signing by email is signing.

Arbitration limits. If there is an arbitration clause, Section 78B-11-105 lists what it cannot take away, including your right to be represented by a lawyer at the hearing.

What to do when the other side says the form is not negotiable

It usually is, at least in part. Three approaches that work.

1. Ask for a mutual version rather than a better one. “Make the liability cap apply to both of us” is easier to grant than “raise my cap.”
2. Trade rather than demand. Faster payment terms in exchange for a capped indemnity is a real trade.
3. Narrow instead of delete. If they will not remove an indemnity, limit it to third party claims arising from your negligence. That is a fraction of the exposure and rarely refused.

What does not work is signing with a mental reservation. A clause you did not like but signed is a clause you agreed to.

When to escalate to a lawyer

• The contract is worth more than a month of revenue.
• It contains a personal guarantee.
• Indemnity or liability is uncapped.
• Governing law is another state.
• The term is longer than two years, or renews automatically.
• You do not understand a clause after reading it twice. That is a signal, not a failing.

For the wider treatment see contract lawyers in Utah, and for what happens after a contract breaks down, what to do first in a Utah breach of contract. A worked example of a complete commercial agreement is at ten clauses every commercial contract needs.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

If someone has broken a contract with your Utah business, the first week matters more than the first lawyer. Preserve the record, confirm which deadline applies, calculate what you are actually owed, and send a demand before you spend anything on litigation. Most breach claims settle at that stage.

Last updated: October 2026

Key Takeaways

What to do in the first week

Before calling anyone, do these five things. They cost nothing and they materially change what a lawyer can do for you later.

1. Stop editing anything. Preserve the contract, the amendments, the emails, the texts, and the invoices in their original form. Do not clean up the file.
2. Write the timeline down. Dates, amounts, who said what. Memory degrades fast and this document becomes the backbone of any demand.
3. Identify the exact promise that was broken. Not the relationship failure, the specific obligation. Point to the clause.
4. Calculate the number. What you are out of pocket, plus what you lost that was foreseeable, minus anything you have recovered elsewhere.
5. Keep performing your side, unless a lawyer tells you otherwise. Stopping your own performance can convert you from the wronged party into a breaching one.

Confirm the deadline before you do anything else

A claim that is time barred is worth nothing regardless of how strong it is, so this is the first legal question, not the last.

Two traps. On goods, the four year period runs from the breach whether or not you could have discovered it, which is stricter than the discovery rules people expect. And the parties can contractually shorten that four years to as little as one, though never lengthen it. Read the other side’s standard terms for exactly that clause. A fuller treatment is in the Utah limitations guide.

Is it actually a breach?

Four elements have to line up, and disputes usually fail on the second or third.

• A contract exists. Written, oral, or implied. If it falls in one of the categories at Section 25-5-4, such as a personal guarantee or an agreement that cannot be performed within a year, it must be written and signed or it is void.
• You performed, or were excused. The most common weakness. If you also fell short, expect it to be raised.
• They did not perform. Against a specific obligation, not a general expectation.
• You were damaged. A breach with no measurable loss is a breach with no remedy worth pursuing.

Also worth checking early: is the breach material or minor? A minor breach entitles you to damages but not to walk away from your own obligations. Treating a minor breach as a total one is a common and expensive mistake.

What you can actually recover

The fee point deserves attention. If your contract has an attorney fee clause naming only one party, Section 78B-5-826 makes it reciprocal. That cuts both ways: it may let you recover fees under a clause drafted against you, and it may expose you under one you drafted.

Two limits apply almost everywhere. You must mitigate, meaning losses you could reasonably have avoided are generally not recoverable. And damages must be provable with reasonable certainty rather than estimated loosely.

The demand letter, and why it usually works

Most breach disputes end here, well before a filing fee is paid. An effective demand does five things: identifies the contract and the specific clause breached, states the facts and dates without argument, states the amount owed and how it was calculated, sets a clear deadline to respond, and states what happens if the deadline passes.

What makes a demand ineffective is emotion, vagueness about the number, and threats the sender is not prepared to carry out. A demand that overstates the claim invites a lawyer on the other side to dismantle it.

Choosing where to bring it

The small claims cap at Section 78A-8-102 includes attorney fees but excludes costs and interest, which matters when your claim sits near the line. The Utah courts small claims page sets out the process.

If your contract has an arbitration clause, you are likely bound to it, but not to everything in it. Section 78B-11-105 lists rights no agreement can waive, including representation by a lawyer at the hearing.

Venue matters for timeline. Salt Lake County matters go to the Third Judicial District, Utah County matters to the Fourth. If you are already being sued rather than suing, what to do when your Utah business gets sued covers the other side of this.

Mistakes that weaken a good claim

1. Stopping your own performance. Unless the breach is material and you have advice, this hands them a counterclaim.
2. Continuing to accept performance without objecting. Silence can look like acceptance.
3. Negotiating without confirming anything in writing. Oral settlement discussions are hard to enforce.
4. Waiting. The clock runs, evidence disappears, and the other side’s ability to pay often declines.
5. Suing for the emotional value rather than the recoverable value. The recoverable number is the only one that matters.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

This is what they told me: “I Used a Free Contract Template and It Backfired!” If you used a free contract template and it backfired, the cause is almost always one of three things: the template was written for another state’s law, it left out the term your dispute is actually about, or it contained a clause Utah law refuses to enforce. Utah statutes decide which of those you are facing, and each has a different fix.

Last updated: August 2026

What actually goes wrong when a free contract template backfires?

Three failure modes cover nearly every template disaster. The template was drafted under another state’s law and imports rules Utah does not follow. The template is silent on the one term the parties are now fighting about. Or the template contains a clause that Utah law strikes down, which can leave you worse off than having no clause at all.

Notice what is not on that list. Free templates rarely fail because they are free. They fail because a template is a general document and a contract is a specific one. The document does not know your industry, your state, your payment terms, or which party has leverage. It fills those gaps with defaults written for someone else.

The third failure mode is the expensive one. A missing clause leaves you where the law’s default rules put you, which is often survivable. An unenforceable clause can affirmatively cost you money, because Utah attaches penalties to certain overreaching terms.

Why do free contract templates fail in Utah specifically?

Utah has several statutes that override contract language regardless of what the parties signed. A national template cannot know about them. Four of these catch Utah businesses repeatedly, and each one turns a routine clause into a live problem.

Does Utah cap non-compete clauses at one year?

Yes. For a non-compete agreement entered into on or after May 10, 2016, an employer and employee may not agree to a restriction lasting more than one year after employment ends. A non-compete that violates this limit is void, not shortened by a court. Most templates circulating online use two or three years, which is standard in other states and fatal in Utah.

Utah went further in the 2026 General Session. Effective May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement at all, and veterinarian non-competes are likewise prohibited unless the veterinarian holds at least a 5% ownership interest in the business. Templates written before 2026 do not reflect either change. Two narrow exceptions survive under Utah Code 34-51-202: a reasonable severance agreement freely agreed to at or after termination, and a non-compete arising out of the sale of a business where the person restricted receives value from the sale.

Here is the part that turns an ineffective clause into an expensive one.

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 agreement is unenforceable, the employer is liable for the employee’s arbitration costs, attorney fees and court costs, and actual damages.

Utah Code 34-51-301, paraphrased from the statutory text

Read that twice. A downloaded restrictive covenant is not a free option that either works or does nothing. Send a demand letter on a void two-year non-compete, get told no, sue, and lose, and you pay the other side’s lawyer. That is the single most common way a free contract template converts a small problem into a five-figure one.

Does a one-sided attorney fee clause work in Utah?

No. Utah makes attorney fee provisions reciprocal by statute. A court may award costs and attorney fees to either party that prevails in a civil action based on a written contract executed after April 28, 1986, whenever the contract allows at least one party to recover fees.

Business owners who paste in a fee clause usually believe it protects them alone. In Utah it protects whoever wins. If you draft an aggressive contract, lose the dispute, and the template contained a fee clause you wrote for your own benefit, you fund the other side’s litigation. Removing the clause is sometimes the smarter move, and that is a judgment call a template cannot make for you.

Are broad indemnity clauses enforceable in Utah construction contracts?

Not the broad ones. In a Utah construction contract, an indemnification provision requiring one party to hold harmless, insure, indemnify, or defend another against liability for damages caused by the fault of the party being protected is against public policy and void. Templates sold as generic subcontractor agreements are full of exactly this language. General contractors who rely on it discover the coverage is not there at the moment they need it. The mechanics of drafting around this are covered in more depth in this guide to contract indemnification in Utah.

Which agreements must be in writing under Utah law?

Utah’s statute of frauds voids certain agreements unless they are in writing and signed by the party being held to them. The list includes every agreement that by its terms cannot be performed within one year of making it, every promise to answer for another person’s debt or default, every agreement employing an agent or broker to buy or sell real estate for compensation, and every credit agreement. See Utah Code 25-5-4.

Templates cause trouble here in a specific way. People download a short services agreement, then negotiate the important terms by text message or email and never fold them back into the signed document. The signed template governs. The texts frequently do not.

What does a free contract template backfire actually look like?

The scenario below is a composite, assembled from the pattern that recurs across template disputes rather than from any single client matter. It is illustrative, not a case report.

A Utah marketing agency hires its first two employees. The owner downloads a free employment agreement, likes that it looks thorough, and has both employees sign it. The template carries a two-year non-compete, a broad nondisclosure clause covering anything the employee learns, a prevailing-party attorney fee provision, and a governing law clause naming Delaware because the template’s author incorporated there.

Eighteen months later one employee leaves and starts a competing shop. The owner is furious and sends a cease and desist. The former employee hires counsel, who reads the non-compete, notes the two-year term, and answers in one paragraph: the clause is void under Utah Code 34-51-201, and if you sue on it we will seek fees under 34-51-301.

Now look at the actual damage. The non-compete is worth nothing. The nondisclosure clause is so broad it invites the same challenge. The fee clause the owner inserted for protection now points at the owner. The Delaware governing law clause creates an argument about which state’s law applies before anyone reaches the merits. And the term the owner genuinely needed, a narrow customer nonsolicitation provision limited to accounts the employee personally serviced, was never in the template at all.

The agency did not lose because it used a template. It lost because nobody read the template against Utah law before signing it. That reading takes an hour.

Which clauses in a free contract template cause the most damage?

Is my contract still valid if the template was wrong?

Usually yes. A defective clause almost never destroys the whole agreement. Utah courts generally sever the offending provision and enforce the rest, and most templates include a severability clause that says exactly that. So the realistic outcome is that your contract survives with a hole in it, not that your contract disappears.

Severability has a limit worth understanding. When a statute declares a provision void, as Utah does with an over-length non-compete, a court is not going to rewrite the two-year term down to one year and enforce that. The clause is gone. Some states allow that kind of judicial “blue penciling” for restrictive covenants. Utah’s statute says the agreement is void, and business owners who assume a friendly court will trim their clause to a lawful length are relying on a rule Utah does not apply.

Two clocks matter once you know what you have. An action on a written contract must be brought within six years under Utah Code 78B-2-309. An action on a contract not founded on a written instrument gets four years under Utah Code 78B-2-307. If your template failed the statute of frauds and the deal is being treated as unwritten, you may have less time than you assumed.

What should I do right now if my template contract already backfired?

1. Stop sending letters. Demand letters built on unenforceable clauses create the fee exposure described above. Diagnose first.
2. Assemble the full record. The signed document, every draft, and all the emails and texts where terms were discussed. Side communications often contain the term the template omitted.
3. Identify the failure mode. Wrong jurisdiction, missing term, or unenforceable clause. Each points to a different remedy.
4. Check the clocks. Six years for written contracts, four for unwritten ones, and shorter periods in specialized areas such as construction lien deadlines.
5. Look for what still works. A dead non-compete does not touch your trade secret claims, your unpaid invoice claim, or your intellectual property ownership.
6. Fix the template for everyone else. If two employees signed it, ten will. Correcting the form is cheaper than litigating each signature.
7. Get a scoped review before you escalate. An hour of review that tells you not to sue is worth more than the hour that helps you sue badly. If a lawsuit is already filed against you, the sequence is different and time sensitive, and is walked through in this guide on what to do if your business gets sued in Utah.

When is a free contract template actually good enough?

Often. Refusing to say so would be dishonest, and the answer depends on what is at stake rather than on the price of the document. A template is reasonable when the dollar amount is small, the relationship is short, the work is standard for your industry, and no restrictive covenants, no intellectual property assignment, and no personal guarantee are involved. A one-time $800 design job on a template is a sensible risk.

The pattern is straightforward. Templates handle transactions. They do not handle relationships, and they do not handle anything where the downside is unbounded. An LLC operating agreement is the clearest example, because the template version tends to be silent on deadlock, valuation, and exit, which are the only three things that ever matter. Owners find out when a partner tries to force them out, a situation covered here in can my business partner push me out.

What does it cost to fix a template compared to fighting over one?

The asymmetry is the whole argument. A focused review of an existing template is a bounded, predictable expense measured in hours. A contract dispute is unbounded, and in Utah it may include the other side’s fees under the reciprocal fee statute or the non-compete penalty statute. The math does not require precision to be decisive.

Actual Utah rates and engagement structures vary by matter and by firm, and the realistic ranges are laid out in this breakdown of how much a business lawyer costs in Utah. Businesses that use the same form dozens of times per year often find a fractional general counsel arrangement cheaper than paying hourly each time a customer redlines their agreement.

How do I make a free contract template safe before I sign it?

Work through this list on any template before it goes out. It catches most of what goes wrong.

• Replace every governing law and venue reference with Utah and a Utah county.
• Search the document for a non-compete and cut any term longer than one year, or delete the clause and use a narrow nonsolicitation provision instead.
• Confirm the healthcare and veterinarian prohibitions effective May 6, 2026 do not apply to your workforce.
• Decide deliberately whether you want an attorney fee clause, knowing it runs both directions.
• Narrow any indemnity language to the indemnitor’s own fault, especially in construction.
• Attach a real scope of work as an exhibit and add a written change-order process.
• Add payment terms with teeth: due dates, interest, and a right to suspend performance.
• Write a termination clause with notice, wind-down obligations, and payment for completed work.
• Delete any clause you cannot explain out loud in one sentence.
• Sign in the entity’s name with your title, never in your personal name alone.
• Check whether the deal is one the statute of frauds requires in writing, and get every material term into the signed document.
• Confirm nothing important lives only in email or text.

A broader inventory of the documents a Utah company should have on file is in this legal documents checklist for small business in Utah, and if you are evaluating who should do the review, these 25 questions to ask before hiring a business lawyer are a useful filter.

Written by Jeremy Eveland, a business attorney practicing in Utah. Statutory citations in this article link to the official text on the Utah State Legislature website and were verified in August 2026.

This article is general information, not legal advice, and it does not address the facts of any particular matter. Reading it does not create an attorney-client relationship. Utah law changes, and several statutes cited here were amended in the 2026 General Session. Confirm the current text before relying on it.