Minnesota employee nda template

Minnesota Employee Confidentiality and Non-Disclosure Agreement

This Minnesota Employee Confidentiality and Non-Disclosure Agreement ("Agreement") is made and effective as of [Date],

BETWEEN:

[Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] ("Employer"),

AND:

[Employee Legal Name], residing at [Employee Address] ("Employee").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, whether disclosed verbally, in writing, electronically, or by any other means, that relates to Employer's business, including but not limited to: trade secrets (as defined under the Minnesota Uniform Trade Secrets Act, Minn. Stat. § 325C), proprietary business processes, technical data, source code, algorithms, marketing plans, product designs, pricing and margin information, client, vendor, and supplier lists and preferences, personnel and HR data, financial and accounting data, internal policies and procedures, R&D outcomes and plans, unpublished business strategies, upcoming projects or mergers, content stored or transmitted via electronic systems, and other non-public company information.

Option B: "Confidential Information" shall include, but not be limited to, information concerning Employer’s [Specific industry/product type], including but not limited to, Employer’s research, development, products, services, customers, markets, software, hardware, designs, databases, inventions, processes, procedures, "know-how", marketing techniques, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee information.

Option C: Confidential information includes any information that the employer treats as confidential, proprietary, or not publicly available.

Option A: Information that is or becomes publicly known through no fault of Employee.

Option B: Information lawfully in Employee’s possession prior to disclosure by Employer.

Option C: Information lawfully obtained from a third party without breach of any confidentiality duty.

Option D: Information independently developed by Employee without reference to Employer’s Confidential Information.

Option E: Disclosures required by law, regulation, or court order, provided Employee gives prompt advance written notice to Employer to allow Employer to seek protective relief.

2. Permitted Use

Option A: Employee shall use Confidential Information solely for the purpose of performing job-related duties within the scope of employment with Employer.

Option B: Employee shall not use Confidential Information for personal gain, to compete with Employer, or for the benefit of any third party.

Option C: Employee shall not disclose Confidential Information to any person or entity without Employer's prior written consent.

3. Security and Data Protection

Option A: Employee shall use best efforts and reasonable security practices to protect Confidential Information from unauthorized access, disclosure, or use, in alignment with current Minnesota IT, data breach, and privacy laws (such as Minn. Stat. § 325E.61).

Option B: Employee shall store Confidential Information securely, use strong passwords, encrypt sensitive data, control duplication, limit access to a need-to-know basis, and promptly report any suspected or actual data compromise.

Option C: Employee agrees to follow all company policies regarding data security.

4. Term

Option A: This Agreement shall remain in effect during Employee's employment with Employer and for [Number] years after termination of employment.

Option B: With respect to Employer’s trade secrets, as defined by the Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C), the confidentiality obligations shall continue indefinitely.

5. Return of Materials

Option A: Upon request by Employer or upon termination of employment, Employee shall promptly return or destroy all physical and electronic materials containing Confidential Information, including all copies.

Option B: Employee shall certify in writing that Employee has complied with this section.

6. Notification of Unauthorized Disclosure

Option A: Employee shall promptly notify Employer in writing of any actual, attempted, or suspected unauthorized access, disclosure, or loss of Confidential Information.

Option B: Employee shall cooperate with Employer in any investigation or remedial actions.

7. Remedies

Option A: Employee acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to Employer.

Option B: Employer shall be entitled to injunctive relief, including temporary restraining orders, in addition to any other remedies available at law or equity, including liability for actual and consequential damages and recovery of costs and attorney’s fees to the extent permitted by Minnesota law.

8. Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

Option B: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Minnesota County] County, Minnesota.

9. Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the extent necessary to make it valid and enforceable while preserving its intent.

10. Amendment

Option A: No oral waiver or amendment of this Agreement shall be valid unless made in a duly signed written instrument referencing the specific provision being waived or amended.

11. Protected Activity

Option A: Nothing in this Agreement prohibits Employee from engaging in legally protected activities, including whistleblowing, filing complaints with state or federal agencies, or exercising rights under the Minnesota Whistleblower Act or other applicable statutes.

Option B: This Agreement does not restrict lawful use, wage discussions, or reporting of unlawful company conduct in accordance with Minnesota law (Minn. Stat. § 181.932).

12. Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.

13. Non-Compete/Non-Solicit

Option A: This Agreement is solely related to confidentiality and does not constitute a non-competition or non-solicitation agreement unless explicitly stated below.

Option B: [Insert Non-compete/Non-Solicit clause here, complying with Minn. Stat. § 181.988 (notice requirement)]

14. Interpretation

Option A: This Agreement shall be interpreted according to contemporary best practices in Minnesota’s employment context, tailored for the specific industry and Employee’s job duties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

____________________________

[Employee Legal Name]

Date: [Date]

I acknowledge that I have read, understand, and agree to all of the terms and conditions of this Agreement.