A Minnesota non-disclosure agreement is a legally binding contract that a disclosing party and receiving party enter into so the disclosing party can share sensitive information. It allows for disclosing proprietary data under strict conditions, protecting the company as it enters relationships with employees, suppliers, investors, and other parties.
If this contract is breached, the affected party can pursue legal action under Minnesota’s Uniform Trade Secrets Act.
Some NDAs are unilateral, meaning only one party is bound to the confidentiality of information. Others are mutual, meaning both parties share trade secrets and are bound to secrecy.
Trade Secret Laws
Chapter 325C – Uniform Trade Secrets Act
UTSA Version Adopted: 1985
Misappropriation (§ 325C.03): The complainant has the right to seek damages for the misappropriation of their proprietary information. These damages can consist of the actual financial loss that comes from the misappropriation or the unjust enrichment resulting from the misappropriation.
If the misappropriation was willful and malicious, the court may grant the complainant twice the award amount.
Statute of Limitation (§ 325C.06): Once a plaintiff discovers the misappropriation of their data, they have three years to bring the defendant to court.
Trade Secret Definition (§ 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.
