Minnesota Non-Disclosure Agreement (NDA) Template

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Updated April 14, 2023

A Minnesota non-disclosure agreement is a form that binds one (1) or two (2) parties to holding and maintaining confidential information, protecting it from reaching third-party competitors. In the case where the contract is breached, and the company’s trade secrets reach the hands of a competing business, the party responsible for the leak will be held 100% reliable for all damages caused. This document serves as proof that the responsible party was aware of the confidential nature of the information in question and that they agreed to keep it secret when entering into the contract. It should be noted that trade secrets will always fall under the umbrella of confidential information; however, there are examples of confidential information that would not qualify as trade secrets but can still be covered within this contract.

Laws – MN Stat Ch. 325C (Uniform Trade Secrets Act)

“Trade Secret” Definition

“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.