Minnesota Non-Disclosure Agreement (NDA) Review
Minnesota banned employee non-competes for agreements signed on or after July 1, 2023, under Minn. Stat. 181.988. But the statute expressly excludes nondisclosure agreements and non-solicitation agreements from that ban, so the confidentiality and non-solicit terms of a Minnesota NDA still matter. Trade secrets are protected under the Minnesota Uniform Trade Secrets Act, Minn. Stat. chapter 325C, and a 2024 law targets no-hire clauses in service contracts.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Generally void
Confidentiality & trade secrets in Minnesota
Minnesota protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Non-competes signed on or after July 1, 2023 are void and unenforceable. Confidentiality and non-solicitation terms may still apply.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Minnesota also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Minnesota's non-compete rules above.
What survives Minnesota's non-compete ban?
Section 181.988, subdivision 1, defines 'covenant not to compete' to exclude nondisclosure agreements, including those designed to protect trade secrets or confidential information, and nonsolicitation agreements, including restrictions on using client lists or soliciting the employer's customers. So a Minnesota NDA can still bind you to secrecy and limit customer solicitation, judged by common law reasonableness.
Watch for clauses that are non-competes in disguise, such as a 'non-solicit' that bars you from accepting work from any customer, even one that approaches you. Those may be void under 181.988.
What does Minn. Stat. 181.9881 add?
Effective July 1, 2024, section 181.9881 prohibits service providers from restricting their customers from soliciting or hiring the provider's employees or independent contractors, with a narrow exception for certain software consultants seeking permanent roles. If you work through a staffing or consulting firm, a no-hire clause between that firm and its client generally cannot keep you from being hired.
What does Minnesota trade secret law add?
Minnesota was among the first states to adopt the Uniform Trade Secrets Act. Chapter 325C defines misappropriation to include breach of a duty to maintain secrecy and provides injunctions, damages and attorney fees in certain cases. A Minnesota NDA that tracks the 325C definition, with clear exclusions, is far more defensible than one claiming everything you learned is confidential.
Minnesota sources checked 2026-10-09: Minn. Stat. 181.988 (Minnesota Revisor) · Minn. Stat. 181.9881 (Minnesota Revisor) · Minn. Stat. 325C.01 (Minnesota Revisor). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Minnesota NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Minnesota law
- Return/destruction obligation and one-sided injunctive relief
Minnesota NDA FAQ
Is an NDA enforceable in Minnesota?
Yes, a reasonable confidentiality agreement is generally enforceable in Minnesota, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Minnesota?
NDAs sometimes bundle in non-compete or non-solicitation language. In Minnesota, non-competes are generally void, Non-competes signed on or after July 1, 2023 are void and unenforceable. Confidentiality and non-solicitation terms may still apply. So a non-compete smuggled into an NDA usually will not stop you working, though a narrow non-solicit might.
What makes an NDA fair in Minnesota?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Minnesota law.
Can Minnesota enforce a non-compete buried in an NDA?
Minnesota is one of 4 US jurisdictions treating employee non-competes as void rather than merely limited. Non-competes signed on or after July 1, 2023 are void and unenforceable. Confidentiality and non-solicitation terms may still apply. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
Does it matter which state's law the agreement names?
It can, because Minnesota's neighbours do not all agree: Iowa (generally enforceable), South Dakota (generally enforceable), Wisconsin (generally enforceable). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Can a Minnesota NDA still stop me from soliciting clients?
Yes, potentially. Minn. Stat. 181.988 voids non-competes but expressly excludes nonsolicitation agreements, including those restricting solicitation of the employer's customers. A reasonable customer non-solicit in a Minnesota NDA can be enforced. A clause that effectively stops you working in your field may be treated as a void non-compete.
My consulting firm's client wants to hire me. Can the firm block it in Minnesota?
Generally not through a contract with the client. Since July 1, 2024, Minn. Stat. 181.9881 bars service providers from restricting customers from soliciting or hiring the provider's workers, with a narrow software consulting exception. Your own agreement with the firm may still contain confidentiality terms.
Asked to sign an NDA in Minnesota?
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Minnesota rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Minnesota law when you run your NDA, and you should confirm anything critical with a qualified attorney.