Make a Minnesota Non-Compete Agreement

Applicable State Laws - None

Although the State of Minnesota has no specific non-compete laws that restrict or enforce non-compete contracts, these agreements are encouraged to be reasonable and fair toward the employee. A judge in the Minnesota court may disfavor it if it is broadly written. They must not be written any broader than necessary to protect the legitimate business interests of the employer.

Non-compete agreements may not create an unnecessary burden on the former employee. The geographic scope must also be reasonable. Independent consideration must also be given for these agreements. Generally speaking, Minnesota law does not consider continuing employment as adequate consideration for such agreements.

These considerations highlight the importance of Minnesota employers entering into an attorney-client relationship with a knowledgeable employment law attorney who understands the nuances of these agreements and when they are used.

Protect your Minnesota business by also using a Minnesota non-disclosure agreement form. Download a Minnesota non-disclosure agreement form now!

How to Write a Minnesota Non-Compete Agreement

To write a Minnesota non-compete agreement, remember to keep the language narrow so that it only covers legitimate business interests. It is important to talk with an employment law attorney so that you understand what constitutes consideration for your specific scenario. Include the following clauses when you write your Minnesota non-compete:

• Purpose. This clause explains the purpose of the non-compete agreement: to protect the legitimate business interests of the company. It also identifies the parties and their roles and provides the effective date of the contract. It may also state that "confidential information" may be referred to as "proprietary information."
• Non-compete. This clause explains the restrictions on the time period, geographic scope, business practices, clients or customer solicitation, general or specific competitors, general or specific business activities, general or specific activities, and employee solicitation.
• Time period. This clause may restate the time restriction. The clause also explains when the time period begins: either at the beginning of the employment relationship or when it terminates.
• Purchase option. This clause explains whether your company will allow the signing party to buy their way out of their obligations as they are stated in the contract. If so, the amount they must pay is listed in this clause.
• Jurisdiction. The clause sets Minnesota law as governing law for the non-compete agreement.
• Confidential information. This clause states that the term "confidential information" as used throughout the agreement means any and all technical and non-technical information provided by your business includes, and is not limited to, any data or other proprietary information related to products, inventions, plans, methods, processes, developmental products or experimental products, intellectual property, software, databases, customer lists, vendor and supplier lists, marketing methods, reports, business plans, financial information, or other information related to your business or any of your customers, clients, consultants, or licensees made available to the signing party under the terms of the non-compete agreement.
• Permitted disclosure. This clause explains when confidential information is no longer confidential. Generally, this happens when information is made public through no fault of the signing party, when information is discovered by the signing party on their own without a breach by another party, and when your company provides written disclosure to release certain information.
• Confidentiality. This clause states the signing party acknowledges the information they may access is confidential and they agree they will not directly or indirectly disclose the information to another party without first receiving written communication from your business. They also agree they will not use the information for any reason except to further the business without first receiving written consent from your business.
• Consultants and employees bound. This clause states that the non-compete agreement binds both consultants and employees to keep the confidential information in the strictest of confidence. It also states that they are on a need-to-know basis.
• Return of materials. This clause states that when the non-compete agreement is terminated or when requested by your business, the signing party must return all documents and other tangible material that represents the confidential information of the business and any copies that exist. It also states the business will also notify the signing party of any loss or unauthorized disclosure of the unauthorized information.
• Remedies. This clause explains the remedies your business is entitled to pursue under Minnesota law in the event that the signing party violates its obligations. Examples include the recovery of court costs and reasonable attorney fees, the award by a Minnesota court of a temporary restraining order or preliminary injunction against the unauthorized use, etc., as well as all other remedies available under Minnesota law or as a means of equity.
• Choice of law. This clause states that the parties choose to make Minnesota law the governing law for the agreement.
• Entire agreement. This final clause states that the entire agreement may be amended in writing if the parties sign the amendment.

The parties should sign and print their names. The signatures should be dated. Each party should receive a copy of the finalized non-compete agreement for their records.