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.

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 1 – Download the Confidentiality Agreement. The Disclosing Party may either use a Adobe PDF (.pdf) or Microsoft Word (.docx) format.

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.