Minnesota Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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Minnesota rules that this document follows

Trade secret statuteMinnesota Uniform Trade Secrets ActSource: Minn. Stat. §§ 325C.01-325C.08
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); employee wage discussion (Minn. Stat. § 181.172)Source: Minn. Stat. § 181.172; 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusbanned — Non-competes entered on/after July 1, 2023 void for employees and independent contractors; sale-of-business and dissolution exceptions; no income carve-outSource: Minn. Stat. § 181.988
Non-solicitationExpressly excluded from the ban; enforceable under common-law reasonablenessSource: Minn. Stat. § 181.988, subd. 1(a)
Choice-of-law limitsEmployer may not require a Minnesota-resident employee to agree to another state's law or forum (Minn. Stat. § 181.988, subd. 3)
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in Minnesota

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in Minnesota and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in Minnesota?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Minnesota enforces trade-secret protection under Minnesota Uniform Trade Secrets Act (Minn. Stat. §§ 325C.01-325C.08).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); employee wage discussion (Minn. Stat. § 181.172). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.