Minnesota Non-Disclosure Agreement
The Minnesota Non-Disclosure Agreement (also called a “Confidentiality Agreement”) is a legal document that is used when a company or individual would like to share company secret(s) with another entity without fear of having the secret information shared with the general public or a competitor. In general, there are two (2) types of NDA. The first, called a “Unilateral” or “One-way” NDA is used when one party is disclosing information, and the other is learning it. Our templates below are in this format. The other type, called a “Bilateral” NDA, is used when both parties will be disclosing information to each other, and require each other to keep the knowledge private.
Trade Secret Law
Minnesota’s Chapter 325C “Uniform Trade Secrets Act” covers the law regarding trade secrets that have been either accidentally or purposefully leaked, and states how victims can receive compensation and/or can have the court stop the trade secret from being used damagingly. Below are links to the sections of the Act with a brief highlight of each.
- § 325C.01 “Definitions” – Terms: “Improper Means,” “Misappropriation,” “Person,” and “Trade Secret”
- § 325C.02 “Injunctive relief” – When the court will issue an injunction to stop a Trade Secret from being used wrongfully
- § 325C.03 “Damages” – When the complainant can receive compensation from damages caused by misappropriation
- § 325C.04 “Attorney’s fees” – What is required before the court will reward attorney’s fees to the winning party
- § 325C.05 “Preservation of secrecy” – The steps the courts will take to prevent trade secrets from being exposed further
- § 325C.06 “Statute of limitations” – The maximum length of time (after discovering the wrongdoing) that can pass before a case for misappropriation can be brought up
- § 325C.07 “Effect on other law” – Laws that are/are not affected by Chapter 325C
- § 325C.08 “Short title” – States what §§ 325C.01 through § 325C.08 should be cited as
How to Write
Before proceeding to the first step, have all parties involved go through the contract. If any changes need to be made to ensure the contract is in line with Minnesota’s Chapter 325C, make these now.
Step 2 – Enter the Date the parties will be completing the contract. Next, both parties will need to enter their Full Names and Addresses. If one or both entities are completing the contract as companies, have them enter their company names and respective addresses.
Step 3 – Head to the second (2nd) page. Here, both the Disclosing Party (sharing the secrets) and Receiving Party (learning the secrets) will need to enter their Printed Names, their Company Titles, and the Dates they are signing the contract. Then, have them add their Signatures to the contract. If steps 1-3 are complete, the Minnesota NDA is now binding.