The Minnesota non-disclosure agreement (NDA) is a contract signed by two parties through which one party (disclosing party) agrees to share confidential information and trade secrets to the other party (receiving party) with the assurance that the latter will not disclose said information to any third party. It is common for an employer to have an employee sign an NDA before commencing employment, although an agreement is only needed if the employee will be in a position to learn any company trade secrets. Dissemination of the disclosing party’s trade secrets could be devastating to their business interests; therefore it is paramount that they safeguard this information. Once an NDA is signed, a breach of contract by the receiving party will allow the disclosing party to seek damages and injunctive relief in a court of law. The receiving party will remain bound by the terms and conditions set forth in the agreement as long as the trade secrets continue to be defined as such, or until they are released from the agreement by the disclosing party.


Laws – § 325C

Misappropriation (§ 325C.01) – Any threatened or actual misappropriation will result in damages awarded to the disclosing party, as well as reasonable attorney’s fees (§ 325C.03 and § 325C.04).

Trade Secret Definition (§ 325C.01) – Any information, including a formula, pattern, compilation, program, device, method, technique, or process, that:

(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and

(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.