Minnesota Non-Disclosure Agreement
The Minnesota Non-Disclosure Agreement (NDA), also referred to as a Confidentiality Agreement, is a legal instrument that an individual or company may use in their efforts to protect their private, sensitive information from being leaked. It essentially provides this party, called the Disclosing Party, with the peace of mind that the party they tell the sensitive information to, called the Receiving Party, will not pass it on to any other party. While like any contract, an NDA may be breached, the prospect of facing severe legal repercussions for breaching the contract is usually enough to discourage the Receiving Party from disclosing the sensitive information.
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. It states how victims may receive compensation and/or can have the court stop the trade secret from being used in a damaging manner. Below are links to the sections of the Act with a brief explanation of each.
- § 325C.01 “Definitions”: Defines the terms ,”Improper Means,” “Misappropriation,” “Person,” and “Trade Secret”.
- § 325C.02 “Injunctive relief”: Explains when the court will issue an injunction to stop a Trade Secret from being used wrongfully.
- § 325C.03 “Damages”: Establishes when the complainant can receive compensation from damages caused by misappropriation.
- § 325C.04 “Attorney’s fees”: Outlines what conditions must be present for the court to reward attorney’s fees to the winning party.
- § 325C.05 “Preservation of secrecy”: Details the steps the courts will take to prevent trade secrets from being exposed further.
- § 325C.06 “Statute of limitations”: Establishes 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”: Makes it clear which laws are/are not affected by Chapter 325C.
- § 325C.08 “Short title”: States how §§ 325C.01 through § 325C.08 should be cited.
How to Write
Before proceeding to the first step, all parties involved must scrutinize the terms of contract. If any changes need to be made to ensure the contract is in line with Minnesota’s Chapter 325C, these changes should be made now.
Step 2 – Next, enter the Date the parties will be completing the contract. Next, both parties will need to enter their Full Names and Addresses. If one (1) or both entities are completing the contract as companies, their company names and respective addresses should be stated.
Step 3 – On the second (2nd) page, both the Disclosing Party (the party sharing the secrets) and Receiving Party (the party learning the secrets) will need to write their Printed Names, their Company Titles, and the Dates they are respectively signing the contract. The very last step that must be completed is for both parties to add their Signatures. So long as Step 1 through to Step 3 have been attended to, the Minnesota NDA is now binding.