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Minnesota Non-Disclosure Agreement

Not Attorney-ReviewedAuthor: Arjun AnnamalaiMethodology: Statutory Verification

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Minnesota at a glance: Trade Secret Law: Minnesota Uniform Trade Secrets Act, Minn. Stat. § 325C.01 et seq. · Non-Competes: Banned for contracts entered on/after July 1, 2023 (Minn. Stat. § 181.988) · Enforceability: Pure confidentiality clauses remain enforceable

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Overview

Non-Disclosure Agreements in Minnesota

Minnesota enforces confidentiality agreements under general contract law and its own Uniform Trade Secrets Act. However, Minnesota banned most employee non-compete agreements entered into on or after July 1, 2023, making it one of the more employee-friendly states alongside California and North Dakota. Pure confidentiality/NDA provisions protecting trade secrets and proprietary information remain enforceable in Minnesota, as the ban targets non-competes specifically rather than genuine confidentiality obligations.
Key Facts

Minnesota Non-Disclosure Agreement — Quick Reference

RequirementMinnesota Rule
Trade Secret LawMinnesota Uniform Trade Secrets Act, Minn. Stat. § 325C.01 et seq.
Non-CompetesBanned for contracts entered on/after July 1, 2023 (Minn. Stat. § 181.988)
EnforceabilityPure confidentiality clauses remain enforceable
NotarizationNot required
Typical Duration1–5 years; indefinite for trade secrets
Legal Requirements

Minnesota Legal Requirements

  • Confidentiality provisions must not function as a disguised non-compete for post-employment work.
  • Must protect a legitimate business interest such as trade secrets or confidential information.
  • Cannot prevent disclosure of illegal conduct or wage discussions protected under federal law.
  • Trade secret claims must meet the statutory definition under Minnesota law.
Governing Laws

Minnesota Governing Laws

Minn. Stat. § 325C.01 et seq.
Minnesota Uniform Trade Secrets Act
Defines trade secrets and provides remedies for misappropriation in Minnesota.
Minn. Stat. § 181.988
Non-Compete Ban
Voids most employee non-compete agreements entered into on or after July 1, 2023.

Read the full text of these laws at Cornell Law School's Minnesota legal resources or your state legislature's official website.

Questions & Answers

Minnesota Non-Disclosure Agreement — Frequently Asked Questions

Are NDAs enforceable in Minnesota?

Yes, pure confidentiality agreements protecting trade secrets or proprietary information remain enforceable. Non-compete agreements entered after July 1, 2023 are generally void.

Did Minnesota ban non-compete agreements?

Yes. Minnesota voids most employee non-compete agreements entered into on or after July 1, 2023, though confidentiality and trade secret protections are unaffected.

Does Minnesota have a trade secrets law?

Yes. The Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C.01 et seq.) provides remedies for misappropriation of confidential information.