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Minnesota Non-Solicitation Agreement

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Minnesota Non-Solicitation Agreement

Updated October 16, 2023

A Minnesota non-solicitation agreement is a contract between an employer and employee that can be part of an employment agreement, severance agreement, or function as a stand-alone document. A non-solicitation agreement usually creates restrictions on the time and location wherein the employee is prohibited from soliciting clients or employees of the employer. It typically goes into effect when an employee stops working for their employer.

Is It Legally Enforceable in Minnesota? 

Yes — but only if the agreement can be clearly proven necessary to protect business interests. The time limit, geographic area, and nature of the restrictions must be reasonable enough to not overburden an employee’s right to find new employment.

(Bennett, supra, 134 N.W.2d 892, 899-900)

Table of Contents

What Types of Solicitation Can Be Prohibited?

If the terms of the non-solicit agreement are within reason, an employer can prohibit a former employee from associating with their:

  • Clients and customers
  • Employees
  • Independent contractors
  • Other business associates

What Should Be Included in the Agreement?

What should you include in a non-solicitation agreement.

A non-solicitation covenant typically includes restrictions regarding the following:

1. Duration

While Minnesota laws do not establish a maximum duration allowed for restrictive covenants, it must fall within reason and be proven necessary to protect the employer’s business interests.

2. Geographic Area

The agreement must specify where the individual is prohibited from engaging in the listed acts of solicitation.

3. Restricted Actions

The employer must define the scope of “solicitation” and whom the individual is prohibited from associating with as part of the agreement.

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