Is a Confidentiality or Non-Disclosure Agreement Enforceable Under Minnesota Law?
A confidentiality or non-disclosure agreement is considered a type of “restrictive covenant” under Minnesota law. Other examples of restrictive covenants include non-competition and non-solicitation agreements. The Minnesota courts have adopted special rules for determining whether a restrictive covenant, such as a confidentiality agreement, is enforceable. Generally, to be enforceable, the restrictive covenant must be supported by “legal consideration,” protect a legitimate employer interest, and be reasonable in scope and duration. As a general rule, many non-disclosure agreements will meet these tests and be deemed enforceable under Minnesota law. Sometimes, however, a non-disclosure agreement will be held invalid because it is not supported by adequate “legal consideration.” Consideration is a legal term of art that means each side of a contract must provide the other side with something of value before the contract will be held enforceable. In the employment context, if the employ
