Make a Minnesota Non-Disclosure Agreement

Minnesota State Laws

Minnesota uses its Uniform Trade Secrets Act, MN Stat § 325C to govern non-disclosure agreements and trade secrets (confidential information) for businesses. The Uniform Trade Secrets Act also provides information about what businesses should do to keep their trade secrets considered as such . It also provides potential damages for businesses who are victimized by an NDA violation.

For maximum protection, this document should be used with a Minnesota non-compete agreement .

Definition of “Trade Secrets”

Confidential information is referred to as a “trade secret.” Minnesota Uniform Trade Secrets Act defines a “trade secret” as information that has its own actual or potential economic value. This value comes from the fact that the information isn’t something known by the public or something that another business could easily come up with on their own and use. For anything that a company considers a trade secret that they want to cover with an NDA, they must take reasonable efforts to keep that information private.

How to Write a Minnesota Non-Disclosure Agreement

To write a basic Minnesota non-disclosure agreement, you should first read the state's Uniform Trade Secret Act. This will help you better understand how to write your own NDA and what it will protect. However, this is not a substitute for qualified legal advice. A lawyer can help ensure that your NDA can protect your trade secrets appropriately as well as withstand court if that becomes necessary. You can save your template in Microsoft Word (.docx) for easy editing.

• The opening paragraph identifies the parties. The Disclosing Party is the business with the trade secrets. The Receiving Party is the third-party who will have access to that information. Then, the scope for the agreement is set: to prevent the misappropriation of the information. The effective date for the agreement is also placed in this paragraph.
• The definition of "trade secret" under Minnesota law. Minnesota defines it as information with its own actual or potential economic value that is not known to the public. It cannot be known by other businesses or something that another business could easily determine on their own to use. Your business must take reasonable measures to protect the information.
• Exemptions to trade secret status. For example, information shared with the public through no fault of the receiving party, a creation or discovery of the receiving party before it is provided to the disclosing party, something learned by the receiving party by legitimate means without the assistance of the disclosing party or their agent, or something shared by the receiving party after receiving the written consent of the disclosing party.
• Obligations of the receiving party. Examples of obligations may include ensuring that the confidential information is kept in the highest confidence, that the information is fully restricted unless there is written consent from the disclosing party, and that the receiving party does not use the information solely for their benefit without the written consent of the disclosing party.
• Relationship clause. This clause is important in some Minnesota non-disclosure agreements as it states that nothing in the agreement makes either party an employee, joint venturer, or partner of the other.
• Jurisdiction clause. This clause is used to name Minnesota as the jurisdiction whose laws will be used to interpret the agreement as well as whose courts will be used if a legal disagreement arises.
• Severability clause. This clause is used to allow the remainder of the NDA to be enforced if a Minnesota court determines that a clause is invalid.
• Integration clause. This clause states that the parties agree that the agreement represents their full understanding of the subject matter and supersedes any and all previous understandings, proposals, agreements, and representations. It also states that the agreement may not be modified except in writing and only if the parties sign the amendment.
• Waiver clause. This clause states that if either party neglects to use any rights presented in the agreement, they do not give up any previous or subsequent rights presented.

At the end of the NDA, the Disclosing Party and Receiving Party sign and print their names. There is also a space for the date. Both parties should be provided with a copy of the finalized document.