A Minnesota Non-Disclosure Agreement (NDA) is a contract in which a disclosing party shares sensitive information under strict conditions with another party, protecting proprietary data in business relationships. If breached, legal action can be pursued.
Minnesota NDA Laws Overview
- Governing Laws: Chapter 325C – Uniform Trade Secrets Act
- Statute of Limitation: Once a plaintiff discovers the misappropriation of their data, they have three years to bring the defendant to court (§ 325C.06).
- Definition of Trade Secret (§ 325C.01(5)):
“Trade secret” means 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.
The existence of a trade secret is not negated merely because an employee or other person has acquired the trade secret without express or specific notice that it is a trade secret if, under all the circumstances, the employee or other person knows or has reason to know that the owner intends or expects the secrecy of the type of information comprising the trade secret to be maintained.
Are NDAs Enforceable in Minnesota?
Yes, NDAs are enforceable in Minnesota. If a breach occurs, the disclosing party can seek damages for any financial loss resulting from the misappropriation, along with any unjust enrichment not accounted for in the calculation of damages.
