Employment Agreements | Protection of Confidential Information


Protection Of Confidential Information

Minnesota law protects employers’ confidential information and trade secrets in several ways. First, an employee has a generally recognized duty of loyalty to not disclose trade secrets or proprietary information of the employer. Second, the statutory Uniform Trade Secrets Act, adopted by Minnesota, prohibits misappropriation of trade secrets. And third, employers may require employees to execute nondisclosure agreements to prevent release of trade secrets or confidential information during or after their employment.

To be protected as a trade secret under the Uniform Trade Secrets Act, the information must not be generally known or readily ascertainable by the general public, it must provide economic value to the employer, and the employer must make reasonable efforts to maintain its secrecy.

Confidentiality agreements must be supported by “adequate consideration,” i.e., the employee must be given something of value in exchange for the promise not to disclose the information. Examples of adequate consideration vary from case to case but might include the initial hiring of the employee in exchange for the agreement, promotions, salary increases or cash payments. Continued employment, without more, generally is not recognized as adequate consideration to support a confidentiality agreement.

An employment attorney is essential when drafting nondisclosure and confidentiality agreements. As an employer you want to ensure that the employee does provide a competitor your with your information, or worse, become a competitor themselves. In the age of technology, it is of utmost importance that you protect your confidential information.

Alternatively, if you believe an current or former employee has illegal disclosed company information, we recommend you speak with an employment attorney as soon as possible. When it comes to confidential information or trade secrets, time is of the essence. The sooner action is taken, the easier it is to minimize your damages.

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