Minnesota Trade Secret Laws: UTSA, Remedies & Deadlines

Minnesota adopted the Minnesota Uniform Trade Secrets Act, Minn. Stat. §§ 325C.01 to 325C.08, in 1980, making it one of the earliest states to enact a version of the Uniform Trade Secrets Act. The statute provides a comprehensive civil framework for trade secret misappropriation claims, with a three-year limitations period measured from discovery.

This guide is part of our Trade Secret Laws by State series.

Information last verified on 2026-06-25. This article presents general legal information, not legal advice. For a full overview of trade secret protections across the country, see Trade Secret Laws by State.

Does Minnesota have a trade secret law?

Minnesota enacted the Minnesota Uniform Trade Secrets Act (MUTSA) in 1980, codified at Minn. Stat. §§ 325C.01 to 325C.08. Minnesota was among the first states to adopt the Uniform Law Commission's model, giving the statute one of the longer track records of any UTSA jurisdiction. The law provides a civil framework for claims arising from the misappropriation of trade secrets, covering acquisition, disclosure, and use by improper means or in breach of a confidentiality obligation. Because Minnesota adopted UTSA early, its courts have developed a substantial body of case law interpreting the statute, and practitioners can rely on decades of judicial guidance. Federal criminal prosecution under the Economic Espionage Act, 18 U.S.C. §§ 1831-1832, remains available for egregious theft-of-trade-secret conduct.

What counts as a trade secret in Minnesota?

Section 325C.01, subdivision 5, of the Minnesota Statutes defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique, or process, that satisfies two conditions.

First, the information must derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

Second, the information must be the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Both requirements must be met. Categories of information that have qualified under Minnesota case law include customer lists, pricing formulas, manufacturing processes, proprietary software, and financial data, provided the holder maintained genuine secrecy measures. Misappropriation under § 325C.01, subdivision 3, means acquisition of a trade secret by improper means (theft, bribery, misrepresentation, breach of a confidentiality duty, or inducing a breach) or disclosure or use of a trade secret without consent by a person who knew or had reason to know it was obtained improperly or through breach of a duty.

Section 325C.01 defines improper means but does not expressly name reverse engineering or independent development. Independently discovering information without improper acquisition, use, or breach of confidentiality does not itself establish misappropriation.

Remedies and the limitations period in Minnesota

Section 325C.02 authorizes courts to issue injunctions to prevent actual or threatened misappropriation. The duration of an injunction may extend beyond the period of misappropriation to eliminate commercial advantage derived from it, but courts apply this extension equitably. An injunction may be conditioned on payment of a reasonable royalty when an outright prohibition would be inequitable.

Section 325C.03 governs damages. A claimant may recover (a) actual loss caused by misappropriation, plus unjust enrichment of the misappropriator not already included in the actual-loss award, or (b) a reasonable royalty for the unauthorized use. When misappropriation is willful and malicious, the court may award exemplary damages in an amount not exceeding twice the compensatory damages.

Section 325C.04 permits reasonable attorney fees to the prevailing party for a bad-faith misappropriation claim, a motion to terminate an injunction made or resisted in bad faith, or willful and malicious misappropriation.

The limitations period under § 325C.06 is three years, measured from when the misappropriation was discovered or reasonably should have been discovered through the exercise of reasonable diligence.

How the federal Defend Trade Secrets Act applies in Minnesota

The federal Defend Trade Secrets Act (DTSA), 18 U.S.C. §§ 1836-1839, established a federal civil remedy for trade secret misappropriation effective May 11, 2016. The DTSA requires the secret to relate to a product or service used in, or intended for use in, interstate or foreign commerce, a threshold most Minnesota business information easily meets. Because the DTSA does not preempt state law (18 U.S.C. § 1838), Minnesota claimants frequently plead both MUTSA and DTSA claims in a single action.

Key DTSA features that supplement Minnesota state law include:

• Ex parte seizure orders: Federal courts may order the immediate seizure of property to prevent propagation or disclosure of a trade secret in extraordinary circumstances (18 U.S.C. § 1836(b)(2)).
• Whistleblower immunity: An individual who discloses a trade secret to a government official or attorney solely to report a suspected legal violation is immune from DTSA liability (18 U.S.C. § 1833(b)). Employers that use confidentiality agreements must include notice of this immunity in any agreement signed or materially updated after May 11, 2016, or forfeit the right to seek exemplary damages and attorney fees under the DTSA.
• Three-year federal limitations period: The DTSA provides its own three-year limitations period from discovery (18 U.S.C. § 1836(d)), which aligns with Minnesota's state period.

Protecting trade secrets in Minnesota: practical steps

Under Minnesota law, reasonable secrecy measures are a definitional element of trade-secret status. Courts examine whether the holder's protective efforts were proportionate to the value of the information. Protective measures that Minnesota courts have recognized include:

• Written confidentiality and non-disclosure agreements with employees, contractors, and business partners, updated to include the DTSA whistleblower-immunity notice for any agreement executed after May 11, 2016
• Role-based access controls and password or encryption protection for digital files and systems
• Physical security measures covering facilities and documents that contain sensitive information
• Clear and consistent labeling of documents, files, and presentations as confidential or proprietary
• Structured employee offboarding protocols that include device return, access revocation, and written reminders of continuing confidentiality obligations

Minnesota courts assess whether a company consistently treated information as confidential. Selective treatment, such as protecting information against some parties but sharing it freely with others, can undermine trade-secret status.

This article presents general legal information as of 2026-06-25 and is not legal advice. Laws change, and individual circumstances vary. Consult a lawyer licensed in Minnesota for guidance on your specific situation.

Related articles

• Trade Secret Laws by State
• Massachusetts Trade Secret Laws
• Michigan Trade Secret Laws
• Is AI-generated code copyright infringement?

Last updated: 2026-06-25.

Frequently Asked Questions

What information qualifies as a trade secret under Minnesota law?

Under Minn. Stat. § 325C.01, subd. 5, information qualifies if it derives independent economic value from not being generally known or readily ascertainable by those who could benefit from it, and if the holder has taken reasonable efforts to maintain its secrecy. The two-part test is conjunctive: both conditions must be satisfied. Common examples include customer data, proprietary formulas, and software algorithms, provided secrecy measures are actually in place.

How long does a Minnesota trade secret owner have to file a lawsuit?

Minnesota law provides a three-year limitations period under § 325C.06, measured from when the misappropriation was discovered or reasonably should have been discovered. Claims filed after that window are typically barred. Because the discovery clock can start running before the full scope of misappropriation is known, consulting a Minnesota attorney promptly after learning of potential wrongdoing is important.

What remedies are available in a Minnesota trade secret case?

Courts may grant injunctive relief and award actual loss plus unjust enrichment, or a reasonable royalty for the period of misappropriation. When misappropriation is willful and malicious, exemplary damages of up to twice the compensatory award are available. Reasonable attorney fees may be awarded to the prevailing party for a bad-faith misappropriation claim, a motion to terminate an injunction made or resisted in bad faith, or willful and malicious misappropriation.

Are NDAs required to protect trade secrets in Minnesota?

NDAs are not required by statute, but they are a strong protective measure. A written NDA helps establish the reasonable-efforts element of the trade-secret definition and may support both a contract claim and a MUTSA claim if breached. Any NDA executed after May 11, 2016, should include the DTSA whistleblower-immunity notice to preserve access to federal exemplary damages and attorney fees.

Can a Minnesota plaintiff bring both state and federal trade secret claims?

Yes. The DTSA does not preempt the Minnesota Uniform Trade Secrets Act, so claimants may plead both in the same lawsuit. The federal claim adds the option of ex parte seizure relief and provides an independent federal forum. Both frameworks carry three-year limitations periods measured from discovery, and both allow injunctions, actual damages or a reasonable royalty, and exemplary damages for willful conduct.