This document includes Senate 2nd Reading Floor Amendments incorporated into the bill on Wed, Mar 2, 2016 at 2:47 PM by lpoole.
Representative Brian M. Greene proposes the following substitute bill:


1     
DETERMINATION OF EMPLOYER STATUS AMENDMENTS

2     
2016 GENERAL SESSION

3     
STATE OF UTAH

4     
Chief Sponsor: Brian M. Greene

5     
Senate Sponsor: Jerry W. Stevenson

6     

7     LONG TITLE
8     General Description:
9          This bill modifies provisions related to insurance, labor, and employment security to
10     address the determination of who is an employer.
11     Highlighted Provisions:
12          This bill:
13          ▸     amends definition provisions;
14          ▸     addresses when a franchisor is considered an employer;
15          ▸     addresses federal executive branch rulings in determining whether two or more
16     persons are joint employers; and
17          ▸     makes technical changes.
18     Money Appropriated in this Bill:
19          None
20     Other Special Clauses:
21          None
22     Utah Code Sections Affected:
23     AMENDS:
24          31A-40-102, as enacted by Laws of Utah 2008, Chapter 318
25          34-20-2, as last amended by Laws of Utah 1997, Chapter 375

26          34-28-2, as last amended by Laws of Utah 2011, Chapter 413
27          34-40-102, as last amended by Laws of Utah 2003, Chapter 151
28          34A-2-103, as last amended by Laws of Utah 2014, Chapter 303
29          34A-5-102, as last amended by Laws of Utah 2015, Chapters 13 and 23
30          34A-6-103, as last amended by Laws of Utah 2013, Chapter 413
31          35A-4-203, as last amended by Laws of Utah 2003, Chapter 17
32     ENACTS:
33          31A-40-212, Utah Code Annotated 1953
34          34-20-14, Utah Code Annotated 1953
35     

36     Be it enacted by the Legislature of the state of Utah:
37          Section 1. Section 31A-40-102 is amended to read:
38          31A-40-102. Definitions.
39          As used in this chapter:
40          (1) (a) Except as provided in Subsection (1)(b), "administrative fee" means a fee
41     charged to a client by a professional employer organization for a professional employer service.
42          (b) "Administrative fee" does not include an amount or a fee received by a professional
43     employer organization that is:
44          (i) compensation of a covered employee;
45          (ii) a benefit for a covered employee;
46          (iii) a payroll-related tax;
47          (iv) an unemployment insurance contribution;
48          (v) withholding of compensation for a covered employee;
49          (vi) a workers' compensation premium; or
50          (vii) another assessment paid by a professional employer organization to or on behalf
51     of a covered employee under a professional employer agreement.
52          (2) "Assurance organization" means a person designated as an assurance organization
53     in accordance with Section 31A-40-303.
54          (3) "Client" means a person who enters into a professional employer agreement with a
55     professional employer organization.
56          (4) "Coemployer" means:

57          (a) a client; or
58          (b) a professional employer organization.
59          (5) "Coemployment relationship" means a relationship:
60          (a) that is intended to be ongoing rather than a temporary or project specific
61     relationship; and
62          (b) wherein the rights and obligations of an employer that arise out of an employment
63     relationship are allocated between coemployers pursuant to:
64          (i) a professional employer agreement; or
65          (ii) this chapter.
66          (6) Notwithstanding Section 31A-1-301, "controlling person" means a person who,
67     individually or acting in concert with one or more persons, owns, directly or indirectly, 10% or
68     more of the equity interest in a professional employer organization.
69          (7) "Covered employee" means an individual who has a coemployment relationship
70     with a client and a professional employer organization if the conditions of Section 31A-40-203
71     are met.
72          (8) (a) "Employment related economic incentive" means:
73          (i) (A) a credit against or exemption from taxes due the state or a political subdivision
74     of the state; or
75          (B) an economic inducement, including a loan or a grant; and
76          (ii) if the credit, exemption, or economic inducement described in Subsection (8)(a)(i):
77          (A) is offered by the state or a political subdivision of the state; and
78          (B) has an eligibility requirement that relates in whole or in part to employment
79     including:
80          (I) the number of employees; or
81          (II) the nature of the employment.
82          (9) "Federal executive agency" means an executive agency, as defined in 5 U.S.C.
83     Sec.105, of the federal government.
84          (10) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
85          (11) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
86          (12) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
87          [(9)] (13) "Guarantee" means to assume an obligation of another person if that person

88     fails to meet the obligation.
89          [(10)] (14) "Licensee" means a person licensed under this chapter.
90          [(11)] (15) "Professional employer agreement" means a written contract by and
91     between a client and a professional employer organization that provides for:
92          (a) the coemployment of a covered employee;
93          (b) with respect to a covered employee, the allocation of a right or obligation of an
94     employer between:
95          (i) the client; and
96          (ii) the professional employer organization; and
97          (c) the assumption of the obligations imposed by this chapter by:
98          (i) the client; or
99          (ii) the professional employer organization.
100          [(12)] (16) (a) Subject to Subsection [(12)] (16)(b), "professional employer
101     organization" means a person engaged in the business of providing a professional employer
102     service.
103          (b) "Professional employer organization" does not include:
104          (i) a person that:
105          (A) does not:
106          (I) have as a principal business activity the entering into of a professional employer
107     arrangement; or
108          (II) hold the person out as a professional employer organization; and
109          (B) shares an employee with a commonly owned company within the meaning of
110     Sections 414(b) and (c), Internal Revenue Code;
111          (ii) an independent contractor arrangement by which a person:
112          (A) assumes responsibility for the product produced or service performed by the person
113     or the person's agent; and
114          (B) retains and exercises primary direction and control over the work performed by an
115     individual whose service is supplied under the independent contractor arrangement; or
116          (iii) a person providing temporary help service.
117          [(13)] (17) "Professional employer organization group" means two or more
118     professional employer organizations that are majority owned or commonly controlled or

119     directed by the same one or more persons.
120          [(14)] (18) "Professional employer service" means the service of entering into a
121     coemployment relationship under this chapter under which all or a majority of the employees
122     who provide a service to a client, or a division or work unit of a client, are covered employees.
123          [(15)] (19) "Qualified actuary" means an individual who:
124          (a) is a member in good standing of a professional actuarial accreditation organization
125     designated by the department by rule;
126          (b) is qualified to sign a statement of actuarial opinion or annual statement for a
127     professional employer organization in accordance with the qualification standards for an
128     actuary signing an opinion or annual statement as provided by the professional actuarial
129     accreditation organization designated under Subsection [(15)] (19)(a);
130          (c) is familiar with the valuation requirements applicable to a professional employer
131     organization;
132          (d) has not been found by the commissioner, or if so found has subsequently been
133     reinstated as a qualified actuary, following appropriate notice and hearing to have:
134          (i) violated a provision of, or an obligation imposed by, statute or other law in the
135     course of the actuary's dealings as a qualified actuary;
136          (ii) been found guilty of a fraudulent or dishonest practice;
137          (iii) demonstrated the actuary's incompetency, lack of cooperation, or
138     untrustworthiness to act as a qualified actuary;
139          (iv) submitted to the commissioner during the past five years, pursuant to this rule, an
140     actuarial opinion or memorandum that the commissioner rejected because it did not meet the
141     provisions of rule; or
142          (v) resigned or been removed as an actuary within the past five years as a result of an
143     act or omission indicated in an adverse report on examination or as a result of failure to adhere
144     to a generally acceptable actuarial standard; and
145          (e) has not failed to notify the commissioner of an action taken by any commissioner of
146     another state similar to that under Subsection [(15)] (19)(d).
147          [(16)] (20) "Temporary help service" means a service consisting of a person:
148          (a) recruiting and hiring the person's own employee;
149          (b) finding another person that wants the services of that employee;

150          (c) assigning the employee to:
151          (i) perform services at or for the other person to support or supplement the other
152     person's employees;
153          (ii) provide assistance in a special work situation such as:
154          (A) an employee absence;
155          (B) a skill shortage; or
156          (C) a seasonal workload; or
157          (iii) perform a special assignment or project; and
158          (d) customarily reassigning the employee to another organization when the employee
159     finishes an assignment.
160          [(17)] (21) "Working capital" means the current assets minus the current liabilities of a
161     professional employer organization determined in accordance with generally accepted
162     accounting principles.
163          Section 2. Section 31A-40-212 is enacted to read:
164          31A-40-212. Determination of joint employers -- Franchisors excluded.
165          (1) Ŝ→ (a) ←Ŝ For purposes of determining whether two or more persons are considered
165a     joint
166     employers under this chapter, an administrative ruling of a federal executive agency may not be
167     considered a generally applicable law unless that administrative ruling is determined to be
168     generally applicable by a court of law, or adopted by statute or rule .
168a     Ŝ→      (b) Nothing in this Subsection (1) prohibits the commissioner, in making policy
168b     decisions and taking enforcement action, from applying an administrative ruling or opinion
168c     issued by the United States Department of Labor that decides or opines on whether an
168d     employee welfare benefit plan is established and maintained for a single employer, multiple
168e     employer, or co-employer under the Employee Retirement Income Security Act of 1974, 29
168f     U.S.C. Sec. 1001 et seq. ←Ŝ
169          (2) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
170          (i) a franchisee; or
171          (ii) a franchisee's employee.
172          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
173     a franchisee's employee, this Subsection (2) does not apply to a franchisor under a franchise
174     that exercises a type or degree of control over the franchisee or the franchisee's employee not
175     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
176     and brand.
177          Section 3. Section 34-20-2 is amended to read:
178          34-20-2. Definitions.
179          As used in this chapter:
180          (1) "Affecting commerce" means in commerce, or burdening or obstructing commerce

181     or the free flow of commerce, or having led or tending to lead to a labor dispute burdening or
182     obstructing commerce or the free flow of commerce within the state.
183          (2) "Commerce" means trade, traffic, commerce, transportation, or communication
184     within the state.
185          (3) "Election" means a proceeding in which the employees in a collective bargaining
186     unit cast a secret ballot for collective bargaining representatives or for any other purpose
187     specified in this chapter and includes elections conducted by the board or by any tribunal
188     having competent jurisdiction or whose jurisdiction was accepted by the parties.
189          (4) (a) "Employee" includes any employee unless this chapter explicitly states
190     otherwise, and includes an individual whose work has ceased as a consequence of, or in
191     connection with, any current labor dispute or because of any unfair labor practice, and who has
192     not obtained any other regular and substantially equivalent employment.
193          (b) "Employee" does not include an individual employed as an agricultural laborer, or
194     in the domestic service of a family or person at his home, or an individual employed by his
195     parent or spouse.
196          (5) "Employer" includes a person acting in the interest of an employer, directly or
197     indirectly, but does not include:
198          (a) the United States;
199          (b) a state or political subdivision of a state;
200          (c) a person subject to the federal Railway Labor Act;
201          (d) a labor organization, other than when acting as an employer;
202          (e) a corporation or association operating a hospital if no part of the net earnings inures
203     to the benefit of any private shareholder or individual; or
204          (f) anyone acting in the capacity of officer or agent of a labor organization.
205          (6) "Federal executive agency" means an executive agency, as defined in 5 U.S.C.
206     Sec.105, of the federal government.
207          (7) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
208          (8) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
209          (9) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
210          [(6)] (10) "Labor dispute" means any controversy between an employer and the
211     majority of [his] the employer's employees in a collective bargaining unit concerning the right

212     or process or details of collective bargaining or the designation of representatives.
213          [(7)] (11) "Labor organization" means an organization of any kind or any agency or
214     employee representation committee or plan in which employees participate that exists for the
215     purpose, in whole or in part, of dealing with employers concerning grievances, labor disputes,
216     wages, rates of pay, hours of employment, or conditions of work.
217          [(8)] (12) "Labor relations board" or "board" means the board created in Section
218     34-20-3.
219          [(9)] (13) "Person" includes an individual, partnership, association, corporation, legal
220     representative, trustee, trustee in bankruptcy, or receiver.
221          [(10)] (14) "Representative" includes an individual or labor organization.
222          [(11)] (15) "Secondary boycott" includes combining or conspiring to cause or threaten
223     to cause injury to one with whom no labor dispute exists, whether by:
224          (a) withholding patronage, labor, or other beneficial business intercourse;
225          (b) picketing;
226          (c) refusing to handle, install, use, or work on particular materials, equipment, or
227     supplies; or
228          (d) by any other unlawful means, in order to bring him against his will into a concerted
229     plan to coerce or inflict damage upon another.
230          [(12)] (16) "Unfair labor practice" means any unfair labor practice listed in Section
231     34-20-8.
232          Section 4. Section 34-20-14 is enacted to read:
233          34-20-14. Determining joint employment status -- Franchisors excluded.
234          (1) For purposes of determining whether two or more persons are considered joint
235     employers under this chapter, an administrative ruling of a federal executive agency may not be
236     considered a generally applicable law unless that administrative ruling is determined to be
237     generally applicable by a court of law, or adopted by statute or rule .
238          (2) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
239          (i) a franchisee; or
240          (ii) a franchisee's employee.
241          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
242     a franchisee's employee, this Subsection (2) does not apply to a franchisor under a franchise

243     that exercises a type or degree of control over the franchisee or the franchisee's employee not
244     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
245     and brand.
246          Section 5. Section 34-28-2 is amended to read:
247          34-28-2. Definitions -- Unincorporated entities -- Joint employers -- Franchisors.
248          (1) As used in this chapter:
249          (a) "Commission" means the Labor Commission.
250          (b) "Division" means the Division of Antidiscrimination and Labor.
251          (c) "Employer" includes every person, firm, partnership, association, corporation,
252     receiver or other officer of a court of this state, and any agent or officer of any of the
253     above-mentioned classes, employing any person in this state.
254          (d) "Federal executive agency" means an executive agency, as defined in 5 U.S.C. Sec.
255     105, of the federal government.
256          (e) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
257          (f) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
258          (g) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
259          [(d)] (h) "Unincorporated entity" means an entity organized or doing business in the
260     state that is not:
261          (i) an individual;
262          (ii) a corporation; or
263          (iii) publicly traded.
264          [(e)] (i) "Wages" means the amounts due the employee for labor or services, whether
265     the amount is fixed or ascertained on a time, task, piece, commission basis or other method of
266     calculating such amount.
267          (2) (a) For purposes of this chapter, an unincorporated entity that is required to be
268     licensed under Title 58, Chapter 55, Utah Construction Trades Licensing Act, is presumed to
269     be the employer of each individual who, directly or indirectly, holds an ownership interest in
270     the unincorporated entity.
271          (b) Pursuant to rules made by the commission in accordance with Title 63G, Chapter 3,
272     Utah Administrative Rulemaking Act, an unincorporated entity may rebut the presumption
273     under Subsection (2)(a) for an individual by establishing by clear and convincing evidence that

274     the individual:
275          (i) is an active manager of the unincorporated entity;
276          (ii) directly or indirectly holds at least an 8% ownership interest in the unincorporated
277     entity; or
278          (iii) is not subject to supervision or control in the performance of work by:
279          (A) the unincorporated entity; or
280          (B) a person with whom the unincorporated entity contracts.
281          (c) As part of the rules made under Subsection (2)(b), the commission may define:
282          (i) "active manager";
283          (ii) "directly or indirectly holds at least an 8% ownership interest"; and
284          (iii) "subject to supervision or control in the performance of work."
285          (d) The commission by rule made in accordance with Title 63G, Chapter 3, Utah
286     Administrative Rulemaking Act, may establish a procedure, consistent with Section 34-28-7,
287     under which an unincorporated entity may seek approval of a mutual agreement to pay wages
288     on non-regular paydays.
289          (3) For purposes of determining whether two or more persons are considered joint
290     employers under this chapter, an administrative ruling of a federal executive agency may not be
291     considered a generally applicable law unless that administrative ruling is determined to be
292     generally applicable by a court of law, or adopted by statute or rule .
293          (4) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
294          (i) a franchisee; or
295          (ii) a franchisee's employee.
296          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
297     a franchisee's employee, this Subsection (4) does not apply to a franchisor under a franchise
298     that exercises a type or degree of control over the franchisee or the franchisee's employee not
299     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
300     and brand.
301          Section 6. Section 34-40-102 is amended to read:
302          34-40-102. Definitions -- Joint employees -- Franchisors.
303          (1) [This] Subject to Subsection (3), this chapter and the terms used in it, including the
304     computation of wages, shall be interpreted consistently with [29 U.S.C. Sec. 201 et seq.,] the

305     Fair Labor Standards Act of 1938, 29 U.S.C. Sec. 201 et seq., as amended, to the extent that act
306     relates to the payment of a minimum wage.
307          (2) As used in this chapter:
308          (a) "Cash wage obligation" means an hourly wage that an employer pays a tipped
309     employee regardless of the tips or gratuities a tipped employee receives.
310          (b) "Commission" means the Labor Commission.
311          (c) "Division" means the Division of Antidiscrimination and Labor in the commission.
312          (d) "Federal executive agency" means an executive agency, as defined in 5 U.S.C. Sec.
313     105, of the federal government.
314          (e) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
315          (f) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
316          (g) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
317          [(d)] (h) "Minimum wage" means the state minimum hourly wage for adult employees
318     as established under this chapter, unless the context clearly indicates otherwise.
319          [(e)] (i) "Tipped employee" means an employee who customarily and regularly receives
320     tips or gratuities.
321          (3) Notwithstanding Subsection (1), for purposes of determining whether two or more
322     persons are considered joint employers under this chapter, an administrative ruling of a federal
323     executive agency may not be considered a generally applicable law unless that administrative
324     ruling is determined to be generally applicable by a court of law, or adopted by statute or rule .
325          (4) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
326          (i) a franchisee; or
327          (ii) a franchisee's employee.
328          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
329     a franchisee's employee, this Subsection (4) does not apply to a franchisor under a franchise
330     that exercises a type or degree of control over the franchisee or the franchisee's employee not
331     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
332     and brand.
333          Section 7. Section 34A-2-103 is amended to read:
334          34A-2-103. Employers enumerated and defined -- Regularly employed --
335     Statutory employers -- Exceptions.

336          (1) (a) The state, and each county, city, town, and school district in the state are
337     considered employers under this chapter and Chapter 3, Utah Occupational Disease Act.
338          (b) For the purposes of the exclusive remedy in this chapter and Chapter 3, Utah
339     Occupational Disease Act, prescribed in Sections 34A-2-105 and 34A-3-102, the state is
340     considered to be a single employer and includes any office, department, agency, authority,
341     commission, board, institution, hospital, college, university, or other instrumentality of the
342     state.
343          (2) (a) Except as provided in Subsection (4), each person, including each public utility
344     and each independent contractor, who regularly employs one or more workers or operatives in
345     the same business, or in or about the same establishment, under any contract of hire, express or
346     implied, oral or written, is considered an employer under this chapter and Chapter 3, Utah
347     Occupational Disease Act.
348          (b) As used in this Subsection (2):
349          (i) "Independent contractor" means any person engaged in the performance of any work
350     for another who, while so engaged, is:
351          (A) independent of the employer in all that pertains to the execution of the work;
352          (B) not subject to the routine rule or control of the employer;
353          (C) engaged only in the performance of a definite job or piece of work; and
354          (D) subordinate to the employer only in effecting a result in accordance with the
355     employer's design.
356          (ii) "Regularly" includes all employments in the usual course of the trade, business,
357     profession, or occupation of the employer, whether continuous throughout the year or for only a
358     portion of the year.
359          (3) (a) The client under a professional employer organization agreement regulated
360     under Title 31A, Chapter 40, Professional Employer Organization Licensing Act:
361          (i) is considered the employer of a covered employee; and
362          (ii) subject to Section 31A-40-209, shall secure workers' compensation benefits for a
363     covered employee by complying with Subsection 34A-2-201(1) or (2) and commission rules.
364          (b) The division shall promptly inform the Insurance Department if the division has
365     reason to believe that a professional employer organization is not in compliance with
366     Subsection 34A-2-201(1) or (2) and commission rules.

367          (4) A domestic employer who does not employ one employee or more than one
368     employee at least 40 hours per week is not considered an employer under this chapter and
369     Chapter 3, Utah Occupational Disease Act.
370          (5) (a) As used in this Subsection (5):
371          (i) (A) "agricultural employer" means a person who employs agricultural labor as
372     defined in Subsections 35A-4-206(1) and (2) and does not include employment as provided in
373     Subsection 35A-4-206(3); and
374          (B) notwithstanding Subsection (5)(a)(i)(A), only for purposes of determining who is a
375     member of the employer's immediate family under Subsection (5)(a)(ii), if the agricultural
376     employer is a corporation, partnership, or other business entity, "agricultural employer" means
377     an officer, director, or partner of the business entity;
378          (ii) "employer's immediate family" means:
379          (A) an agricultural employer's:
380          (I) spouse;
381          (II) grandparent;
382          (III) parent;
383          (IV) sibling;
384          (V) child;
385          (VI) grandchild;
386          (VII) nephew; or
387          (VIII) niece;
388          (B) a spouse of any person provided in Subsections (5)(a)(ii)(A)(II) through (VIII); or
389          (C) an individual who is similar to those listed in Subsection (5)(a)(ii)(A) or (B) as
390     defined by rules of the commission; and
391          (iii) "nonimmediate family" means a person who is not a member of the employer's
392     immediate family.
393          (b) For purposes of this chapter and Chapter 3, Utah Occupational Disease Act, an
394     agricultural employer is not considered an employer of a member of the employer's immediate
395     family.
396          (c) For purposes of this chapter and Chapter 3, Utah Occupational Disease Act, an
397     agricultural employer is not considered an employer of a nonimmediate family employee if:

398          (i) for the previous calendar year the agricultural employer's total annual payroll for all
399     nonimmediate family employees was less than $8,000; or
400          (ii) (A) for the previous calendar year the agricultural employer's total annual payroll
401     for all nonimmediate family employees was equal to or greater than $8,000 but less than
402     $50,000; and
403          (B) the agricultural employer maintains insurance that covers job-related injuries of the
404     employer's nonimmediate family employees in at least the following amounts:
405          (I) $300,000 liability insurance, as defined in Section 31A-1-301; and
406          (II) $5,000 for health care benefits similar to benefits under health care insurance as
407     defined in Section 31A-1-301.
408          (d) For purposes of this chapter and Chapter 3, Utah Occupational Disease Act, an
409     agricultural employer is considered an employer of a nonimmediate family employee if:
410          (i) for the previous calendar year the agricultural employer's total annual payroll for all
411     nonimmediate family employees is equal to or greater than $50,000; or
412          (ii) (A) for the previous year the agricultural employer's total payroll for nonimmediate
413     family employees was equal to or exceeds $8,000 but is less than $50,000; and
414          (B) the agricultural employer fails to maintain the insurance required under Subsection
415     (5)(c)(ii)(B).
416          (6) An employer of agricultural laborers or domestic servants who is not considered an
417     employer under this chapter and Chapter 3, Utah Occupational Disease Act, may come under
418     this chapter and Chapter 3, Utah Occupational Disease Act, by complying with:
419          (a) this chapter and Chapter 3, Utah Occupational Disease Act; and
420          (b) the rules of the commission.
421          (7) (a) (i) As used in this Subsection (7)(a), "employer" includes any of the following
422     persons that procures work to be done by a contractor notwithstanding whether or not the
423     person directly employs a person:
424          (A) a sole proprietorship;
425          (B) a corporation;
426          (C) a partnership;
427          (D) a limited liability company; or
428          (E) a person similar to one described in Subsections (7)(a)(i)(A) through (D).

429          (ii) If an employer procures any work to be done wholly or in part for the employer by
430     a contractor over whose work the employer retains supervision or control, and this work is a
431     part or process in the trade or business of the employer, the contractor, all persons employed by
432     the contractor, all subcontractors under the contractor, and all persons employed by any of
433     these subcontractors, are considered employees of the original employer for the purposes of
434     this chapter and Chapter 3, Utah Occupational Disease Act.
435          (b) Any person who is engaged in constructing, improving, repairing, or remodeling a
436     residence that the person owns or is in the process of acquiring as the person's personal
437     residence may not be considered an employee or employer solely by operation of Subsection
438     (7)(a).
439          (c) A partner in a partnership or an owner of a sole proprietorship is not considered an
440     employee under Subsection (7)(a) if the employer who procures work to be done by the
441     partnership or sole proprietorship obtains and relies on either:
442          (i) a valid certification of the partnership's or sole proprietorship's compliance with
443     Section 34A-2-201 indicating that the partnership or sole proprietorship secured the payment of
444     workers' compensation benefits pursuant to Section 34A-2-201; or
445          (ii) if a partnership or sole proprietorship with no employees other than a partner of the
446     partnership or owner of the sole proprietorship, a workers' compensation coverage waiver
447     issued pursuant to Part 10, Workers' Compensation Coverage Waivers Act, stating that:
448          (A) the partnership or sole proprietorship is customarily engaged in an independently
449     established trade, occupation, profession, or business; and
450          (B) the partner or owner personally waives the partner's or owner's entitlement to the
451     benefits of this chapter and Chapter 3, Utah Occupational Disease Act, in the operation of the
452     partnership or sole proprietorship.
453          (d) A director or officer of a corporation is not considered an employee under
454     Subsection (7)(a) if the director or officer is excluded from coverage under Subsection
455     34A-2-104(4).
456          (e) A contractor or subcontractor is not an employee of the employer under Subsection
457     (7)(a), if the employer who procures work to be done by the contractor or subcontractor obtains
458     and relies on either:
459          (i) a valid certification of the contractor's or subcontractor's compliance with Section

460     34A-2-201; or
461          (ii) if a partnership, corporation, or sole proprietorship with no employees other than a
462     partner of the partnership, officer of the corporation, or owner of the sole proprietorship, a
463     workers' compensation coverage waiver issued pursuant to Part 10, Workers' Compensation
464     Coverage Waivers Act, stating that:
465          (A) the partnership, corporation, or sole proprietorship is customarily engaged in an
466     independently established trade, occupation, profession, or business; and
467          (B) the partner, corporate officer, or owner personally waives the partner's, corporate
468     officer's, or owner's entitlement to the benefits of this chapter and Chapter 3, Utah
469     Occupational Disease Act, in the operation of the partnership's, corporation's, or sole
470     proprietorship's enterprise under a contract of hire for services.
471          (f) (i) For purposes of this Subsection (7)(f), "eligible employer" means a person who:
472          (A) is an employer; and
473          (B) procures work to be done wholly or in part for the employer by a contractor,
474     including:
475          (I) all persons employed by the contractor;
476          (II) all subcontractors under the contractor; and
477          (III) all persons employed by any of these subcontractors.
478          (ii) Notwithstanding the other provisions in this Subsection (7), if the conditions of
479     Subsection (7)(f)(iii) are met, an eligible employer is considered an employer for purposes of
480     Section 34A-2-105 of the contractor, subcontractor, and all persons employed by the contractor
481     or subcontractor described in Subsection (7)(f)(i)(B).
482          (iii) Subsection (7)(f)(ii) applies if the eligible employer:
483          (A) under Subsection (7)(a) is liable for and pays workers' compensation benefits as an
484     original employer under Subsection (7)(a) because the contractor or subcontractor fails to
485     comply with Section 34A-2-201;
486          (B) (I) secures the payment of workers' compensation benefits for the contractor or
487     subcontractor pursuant to Section 34A-2-201;
488          (II) procures work to be done that is part or process of the trade or business of the
489     eligible employer; and
490          (III) does the following with regard to a written workplace accident and injury

491     reduction program that meets the requirements of Subsection 34A-2-111(3)(d):
492          (Aa) adopts the workplace accident and injury reduction program;
493          (Bb) posts the workplace accident and injury reduction program at the work site at
494     which the eligible employer procures work; and
495          (Cc) enforces the workplace accident and injury reduction program according to the
496     terms of the workplace accident and injury reduction program; or
497          (C) (I) obtains and relies on:
498          (Aa) a valid certification described in Subsection (7)(c)(i) or (7)(e)(i);
499          (Bb) a workers' compensation coverage waiver described in Subsection (7)(c)(ii) or
500     (7)(e)(ii); or
501          (Cc) proof that a director or officer is excluded from coverage under Subsection
502     34A-2-104(4);
503          (II) is liable under Subsection (7)(a) for the payment of workers' compensation benefits
504     if the contractor or subcontractor fails to comply with Section 34A-2-201;
505          (III) procures work to be done that is part or process in the trade or business of the
506     eligible employer; and
507          (IV) does the following with regard to a written workplace accident and injury
508     reduction program that meets the requirements of Subsection 34A-2-111(3)(d):
509          (Aa) adopts the workplace accident and injury reduction program;
510          (Bb) posts the workplace accident and injury reduction program at the work site at
511     which the eligible employer procures work; and
512          (Cc) enforces the workplace accident and injury reduction program according to the
513     terms of the workplace accident and injury reduction program.
514          (8) (a) For purposes of this Subsection (8), "unincorporated entity" means an entity
515     organized or doing business in the state that is not:
516          (i) an individual;
517          (ii) a corporation; or
518          (iii) publicly traded.
519          (b) For purposes of this chapter and Chapter 3, Utah Occupational Disease Act, an
520     unincorporated entity that is required to be licensed under Title 58, Chapter 55, Utah
521     Construction Trades Licensing Act, is presumed to be the employer of each individual who

522     holds, directly or indirectly, an ownership interest in the unincorporated entity.
523     Notwithstanding Subsection (7)(c) and Subsection 34A-2-104(3), the unincorporated entity
524     shall provide the individual who holds the ownership interest workers' compensation coverage
525     under this chapter and Chapter 3, Utah Occupational Disease Act, unless the presumption is
526     rebutted under Subsection (8)(c).
527          (c) Pursuant to rules made by the commission in accordance with Title 63G, Chapter 3,
528     Utah Administrative Rulemaking Act, an unincorporated entity may rebut the presumption
529     under Subsection (8)(b) for an individual by establishing by clear and convincing evidence that
530     the individual:
531          (i) is an active manager of the unincorporated entity;
532          (ii) directly or indirectly holds at least an 8% ownership interest in the unincorporated
533     entity; or
534          (iii) is not subject to supervision or control in the performance of work by:
535          (A) the unincorporated entity; or
536          (B) a person with whom the unincorporated entity contracts.
537          (d) As part of the rules made under Subsection (8)(c), the commission may define:
538          (i) "active manager";
539          (ii) "directly or indirectly holds at least an 8% ownership interest"; and
540          (iii) "subject to supervision or control in the performance of work."
541          (9) (a) As used in this Subsection (9), "home and community based services" means
542     one or more of the following services provided to an individual with a disability or to the
543     individual's family that helps prevent the individual with a disability from being placed in a
544     more restrictive setting:
545          (i) respite care;
546          (ii) skilled nursing;
547          (iii) nursing assistant services;
548          (iv) home health aide services;
549          (v) personal care and attendant services;
550          (vi) other in-home care, such as support for the daily activities of the individual with a
551     disability;
552          (vii) specialized in-home training for the individual with a disability or a family

553     member of the individual with a disability;
554          (viii) specialized in-home support, coordination, and other supported living services;
555     and
556          (ix) other home and community based services unique to the individual with a
557     disability or the family of the individual with a disability that help prevent the individual with a
558     disability from being placed in a more restrictive setting.
559          (b) Notwithstanding Subsection (4) and subject to Subsection (9)(c), an individual with
560     a disability or designated representative of the individual with a disability is considered an
561     employer under this chapter and Chapter 3, Utah Occupational Disease Act, of an individual
562     who provides home and community based services if the individual with a disability or
563     designated representative of the individual with a disability:
564          (i) employs the individual to provide home and community based services for seven
565     hours per week or more; and
566          (ii) pays the individual providing the home and community based services from state or
567     federal money received by the individual with a disability or designated representative of the
568     individual with a disability to fund home and community based services, including through a
569     person designated by the Secretary of the Treasury in accordance with Section 3504, Internal
570     Revenue Code, as a fiduciary, agent, or other person who has the control, receipt, custody, or
571     disposal of, or pays the wages of, the individual providing the home and community based
572     services.
573          (c) The state and federal money received by an individual with a disability or
574     designated representative of an individual with a disability shall include the cost of the workers'
575     compensation coverage required by this Subsection (9) in addition to the money necessary to
576     fund the home and community based services that the individual with a disability or family of
577     the individual with a disability is eligible to receive so that the home and community based
578     services are not reduced in order to pay for the workers' compensation coverage required by
579     this Subsection (9).
580          (10) (a) For purposes of this Subsection (10), "federal executive agency" means an
581     executive agency, as defined in 5 U.S.C. Sec. 105, of the federal government.
582          (b) For purposes of determining whether two or more persons are considered joint
583     employers under this chapter or Chapter 3, Utah Occupational Disease Act, an administrative

584     ruling of a federal executive agency may not be considered a generally applicable law unless
585     that administrative ruling is determined to be generally applicable by a court of law, or adopted
586     by statute or rule .
587          (11) (a) As used in this Subsection (11):
588          (i) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
589          (ii) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
590          (iii) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
591          (b) For purposes of this chapter, a franchisor is not considered to be an employer of:
592          (i) a franchisee; or
593          (ii) a franchisee's employee.
594          (c) With respect to a specific claim for relief under this chapter made by a franchisee or
595     a franchisee's employee, this Subsection (11) does not apply to a franchisor under a franchise
596     that exercises a type or degree of control over the franchisee or the franchisee's employee not
597     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
598     and brand.
599          Section 8. Section 34A-5-102 is amended to read:
600          34A-5-102. Definitions -- Unincorporated entities -- Joint employers --
601     Franchisors.
602          (1) As used in this chapter:
603          (a) "Affiliate" means the same as that term is defined in Section 16-6a-102.
604          (b) "Apprenticeship" means a program for the training of apprentices including a
605     program providing the training of those persons defined as apprentices by Section 35A-6-102.
606          (c) "Bona fide occupational qualification" means a characteristic applying to an
607     employee that:
608          (i) is necessary to the operation; or
609          (ii) is the essence of the employee's employer's business.
610          (d) "Court" means:
611          (i) the district court in the judicial district of the state in which the asserted unfair
612     employment practice occurs; or
613          (ii) if the district court is not in session at that time, a judge of the court described in
614     Subsection (1)(d)(i).

615          (e) "Director" means the director of the division.
616          (f) "Disability" means a physical or mental disability as defined and covered by the
617     Americans with Disabilities Act of 1990, 42 U.S.C. Sec. 12102.
618          (g) "Division" means the Division of Antidiscrimination and Labor.
619          (h) "Employee" means a person applying with or employed by an employer.
620          (i) (i) "Employer" means:
621          (A) the state;
622          (B) a political subdivision;
623          (C) a board, commission, department, institution, school district, trust, or agent of the
624     state or a political subdivision of the state; or
625          (D) a person employing 15 or more employees within the state for each working day in
626     each of 20 calendar weeks or more in the current or preceding calendar year.
627          (ii) "Employer" does not include:
628          (A) a religious organization, a religious corporation sole, a religious association, a
629     religious society, a religious educational institution, or a religious leader, when that individual
630     is acting in the capacity of a religious leader;
631          (B) any corporation or association constituting an affiliate, a wholly owned subsidiary,
632     or an agency of any religious organization, religious corporation sole, religious association, or
633     religious society; or
634          (C) the Boy Scouts of America or its councils, chapters, or subsidiaries.
635          (j) "Employment agency" means a person:
636          (i) undertaking to procure employees or opportunities to work for any other person; or
637          (ii) holding the person out to be equipped to take an action described in Subsection
638     (1)(j)(i).
639          (k) "Federal executive agency" means an executive agency, as defined in 5 U.S.C. Sec.
640     105, of the federal government.
641          (l) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
642          (m) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
643          (n) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
644          [(k)] (o) "Gender identity" has the meaning provided in the Diagnostic and Statistical
645     Manual (DSM-5). A person's gender identity can be shown by providing evidence, including,

646     but not limited to, medical history, care or treatment of the gender identity, consistent and
647     uniform assertion of the gender identity, or other evidence that the gender identity is sincerely
648     held, part of a person's core identity, and not being asserted for an improper purpose.
649          [(l)] (p) "Joint apprenticeship committee" means an association of representatives of a
650     labor organization and an employer providing, coordinating, or controlling an apprentice
651     training program.
652          [(m)] (q) "Labor organization" means an organization that exists for the purpose in
653     whole or in part of:
654          (i) collective bargaining;
655          (ii) dealing with employers concerning grievances, terms or conditions of employment;
656     or
657          (iii) other mutual aid or protection in connection with employment.
658          [(n)] (r) "National origin" means the place of birth, domicile, or residence of an
659     individual or of an individual's ancestors.
660          [(o)] (s) "On-the-job-training" means a program designed to instruct a person who,
661     while learning the particular job for which the person is receiving instruction:
662          (i) is also employed at that job; or
663          (ii) may be employed by the employer conducting the program during the course of the
664     program, or when the program is completed.
665          [(p)] (t) "Person" means:
666          (i) one or more individuals, partnerships, associations, corporations, legal
667     representatives, trusts or trustees, or receivers;
668          (ii) the state; and
669          (iii) a political subdivision of the state.
670          [(q)] (u) "Pregnancy, childbirth, or pregnancy-related conditions" includes
671     breastfeeding or medical conditions related to breastfeeding.
672          [(r)] (v) "Presiding officer" means the same as that term is defined in Section
673     63G-4-103.
674          [(s)] (w) "Prohibited employment practice" means a practice specified as
675     discriminatory, and therefore unlawful, in Section 34A-5-106.
676          [(t)] (x) "Religious leader" means an individual who is associated with, and is an

677     authorized representative of, a religious organization or association or a religious corporation
678     sole, including a member of clergy, a minister, a pastor, a priest, a rabbi, an imam, or a spiritual
679     advisor.
680          [(u)] (y) "Retaliate" means the taking of adverse action by an employer, employment
681     agency, labor organization, apprenticeship program, on-the-job training program, or vocational
682     school against one of its employees, applicants, or members because the employee, applicant,
683     or member:
684          (i) opposes an employment practice prohibited under this chapter; or
685          (ii) files charges, testifies, assists, or participates in any way in a proceeding,
686     investigation, or hearing under this chapter.
687          [(v)] (z) "Sexual orientation" means an individual's actual or perceived orientation as
688     heterosexual, homosexual, or bisexual.
689          [(w)] (aa) "Unincorporated entity" means an entity organized or doing business in the
690     state that is not:
691          (i) an individual;
692          (ii) a corporation; or
693          (iii) publicly traded.
694          [(x)] (bb) "Vocational school" means a school or institution conducting a course of
695     instruction, training, or retraining to prepare individuals to follow an occupation or trade, or to
696     pursue a manual, technical, industrial, business, commercial, office, personal services, or other
697     nonprofessional occupations.
698          (2) (a) For purposes of this chapter, an unincorporated entity that is required to be
699     licensed under Title 58, Chapter 55, Utah Construction Trades Licensing Act, is presumed to
700     be the employer of each individual who, directly or indirectly, holds an ownership interest in
701     the unincorporated entity.
702          (b) Pursuant to rules made by the commission in accordance with Title 63G, Chapter 3,
703     Utah Administrative Rulemaking Act, an unincorporated entity may rebut the presumption
704     under Subsection (2)(a) for an individual by establishing by clear and convincing evidence that
705     the individual:
706          (i) is an active manager of the unincorporated entity;
707          (ii) directly or indirectly holds at least an 8% ownership interest in the unincorporated

708     entity; or
709          (iii) is not subject to supervision or control in the performance of work by:
710          (A) the unincorporated entity; or
711          (B) a person with whom the unincorporated entity contracts.
712          (c) As part of the rules made under Subsection (2)(b), the commission may define:
713          (i) "active manager";
714          (ii) "directly or indirectly holds at least an 8% ownership interest"; and
715          (iii) "subject to supervision or control in the performance of work."
716          (3) For purposes of determining whether two or more persons are considered joint
717     employers under this chapter, an administrative ruling of a federal executive agency may not be
718     considered a generally applicable law unless that administrative ruling is determined to be
719     generally applicable by a court of law, or adopted by statute or rule .
720          (4) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
721          (i) a franchisee; or
722          (ii) a franchisee's employee.
723          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
724     a franchisee's employee, this Subsection (4) does not apply to a franchisor under a franchise
725     that exercises a type or degree of control over the franchisee or the franchisee's employee not
726     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
727     and brand.
728          Section 9. Section 34A-6-103 is amended to read:
729          34A-6-103. Definitions -- Unincorporated entities -- Joint employers --
730     Franchisors.
731          (1) As used in this chapter:
732          (a) "Administrator" means the director of the Division of Occupational Safety and
733     Health.
734          (b) "Amendment" means such modification or change in a code, standard, rule, or
735     order intended for universal or general application.
736          (c) "Commission" means the Labor Commission.
737          (d) "Division" means the Division of Occupational Safety and Health.
738          (e) "Employee" includes any person suffered or permitted to work by an employer.

739          (f) "Employer" means:
740          (i) the state;
741          (ii) a county, city, town, and school district in the state; and
742          (iii) a person, including a public utility, having one or more workers or operatives
743     regularly employed in the same business, or in or about the same establishment, under any
744     contract of hire.
745          (g) "Federal executive agency" means an executive agency, as defined in 5 U.S.C. Sec.
746     105, of the federal government.
747          (h) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
748          (i) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
749          (j) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
750          [(g)] (k) "Hearing" means a proceeding conducted by the commission.
751          [(h)] (l) "Imminent danger" means a danger exists which reasonably could be expected
752     to cause an occupational disease, death, or serious physical harm immediately, or before the
753     danger could be eliminated through enforcement procedures under this chapter.
754          [(i)] (m) "National consensus standard" means any occupational safety and health
755     standard or modification:
756          (i) adopted by a nationally recognized standards-producing organization under
757     procedures where it can be determined by the administrator and division that persons interested
758     and affected by the standard have reached substantial agreement on its adoption;
759          (ii) formulated in a manner which affords an opportunity for diverse views to be
760     considered; and
761          (iii) designated as such a standard by the secretary of the United States Department of
762     Labor.
763          [(j)] (n) "Person" means the general public, one or more individuals, partnerships,
764     associations, corporations, legal representatives, trustees, receivers, and the state and its
765     political subdivisions.
766          [(k)] (o) "Publish" means publication in accordance with Title 63G, Chapter 3, Utah
767     Administrative Rulemaking Act.
768          [(l)] (p) "Secretary" means the secretary of the United States Department of Labor.
769          [(m)] (q) "Standard" means an occupational health and safety standard or group of

770     standards which requires conditions, or the adoption or use of one or more practices, means,
771     methods, operations, or processes, reasonably necessary to provide safety and healthful
772     employment and places of employment.
773          [(n)] (r) "Unincorporated entity" means an entity organized or doing business in the
774     state that is not:
775          (i) an individual;
776          (ii) a corporation; or
777          (iii) publicly traded.
778          [(o)] (s) "Variance" means a special, limited modification or change in the code or
779     standard applicable to the particular establishment of the employer or person petitioning for the
780     modification or change.
781          [(p)] (t) "Workplace" means any place of employment.
782          (2) (a) For purposes of this chapter, an unincorporated entity that is required to be
783     licensed under Title 58, Chapter 55, Utah Construction Trades Licensing Act, is presumed to
784     be the employer of each individual who, directly or indirectly, holds an ownership interest in
785     the unincorporated entity.
786          (b) Pursuant to rules made by the commission in accordance with Title 63G, Chapter 3,
787     Utah Administrative Rulemaking Act, an unincorporated entity may rebut the presumption
788     under Subsection (2)(a) for an individual by establishing by clear and convincing evidence that
789     the individual:
790          (i) is an active manager of the unincorporated entity;
791          (ii) directly or indirectly holds at least an 8% ownership interest in the unincorporated
792     entity; or
793          (iii) is not subject to supervision or control in the performance of work by:
794          (A) the unincorporated entity; or
795          (B) a person with whom the unincorporated entity contracts.
796          (c) As part of the rules made under Subsection (2)(b), the commission may define:
797          (i) "active manager";
798          (ii) "directly or indirectly holds at least an 8% ownership interest"; and
799          (iii) "subject to supervision or control in the performance of work."
800          (3) For purposes of determining whether two or more persons are considered joint

801     employers under this chapter, an administrative ruling of a federal executive agency may not be
802     considered a generally applicable law unless that administrative ruling is determined to be
803     generally applicable by a court of law, or adopted by statute or rule .
804          (4) (a) For purposes of this chapter, a franchisor is not considered to be an employer of:
805          (i) a franchisee; or
806          (ii) a franchisee's employee.
807          (b) With respect to a specific claim for relief under this chapter made by a franchisee or
808     a franchisee's employee, this Subsection (4) does not apply to a franchisor under a franchise
809     that exercises a type or degree of control over the franchisee or the franchisee's employee not
810     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
811     and brand.
812          Section 10. Section 35A-4-203 is amended to read:
813          35A-4-203. Definition of employer -- Joint employers -- Franchisors.
814          (1) As used in this chapter "employer" means:
815          [(1)] (a) an individual or employing unit which employs one or more individuals for
816     some portion of a day during a calendar year, or that, as a condition for approval of this chapter
817     for full tax credit against the tax imposed by the Federal Unemployment Tax Act, is required,
818     under the act, to be an employer;
819          [(2)] (b) an employing unit that, having become an employer under Subsection (1)(a),
820     has not, under Sections 35A-4-303 and 35A-4-310, ceased to be an employer subject to this
821     chapter; or
822          [(3)] (c) for the effective period of its election under Subsection 35A-4-310(3), an
823     employing unit that has elected to become fully subject to this chapter.
824          (2) (a) For purposes of this Subsection (2), "federal executive agency" means an
825     executive agency, as defined in 5 U.S.C. Sec. 105, of the federal government.
826          (b) For purposes of determining whether two or more persons are considered joint
827     employers under this chapter, an administrative ruling of a federal executive agency may not be
828     considered a generally applicable law unless that administrative ruling is determined to be
829     generally applicable by a court of law, or adopted by statute or rule .
830          (3) (a) As used in this Subsection (3):
831          (i) "Franchise" means the same as that term is defined in 16 C.F.R. Sec. 436.1.

832          (ii) "Franchisee" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
833          (iii) "Franchisor" means the same as that term is defined in 16 C.F.R. Sec. 436.1.
834          (b) For purposes of this chapter, a franchisor is not considered to be an employer of:
835          (i) a franchisee; or
836          (ii) a franchisee's employee.
837          (c) With respect to a specific claim for relief under this chapter made by a franchisee or
838     a franchisee's employee, this Subsection (3) does not apply to a franchisor under a franchise
839     that exercises a type or degree of control over the franchisee or the franchisee's employee not
840     customarily exercised by a franchisor for the purpose of protecting the franchisor's trademarks
841     and brand.