Minnesota
Minnesota Trade Secret Laws: UTSA, Remedies & Deadlines
Independently fact-checked against primary sources (last audited August 16, 2026). · Reviewed by the RecordingLaw editorial team. · Law checked current as of August 16, 2026. · 6 primary sources cited on this page. How we verify our legal content
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.
Updates
Clarified Minnesota’s reverse-engineering statutory attribution and added citations to the operative state provisions.
Independently fact-checked against the cited primary sources; governing law re-checked for recent changes
Governing law re-checked for recent changes
Governing law re-checked for recent changes
Reviewed and approved by an editor
The Law Behind This Article
This article rests on the statutory provisions below, held in our own legal record and retrieved from the official source. Tap a section to read the operative text.
Minnesota Statutes, Chapter 325C: UNIFORM TRADE SECRETS ACT
§ 325C.02INJUNCTIVE RELIEFIn force
(a) Actual or threatened misappropriation may be enjoined. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation. (b) In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which use could have been prohibited. Exceptional circumstances include, but are not limited to, a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable. (c) In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.
Official text (excerpt) · last checked 2026-09-08 · Read the full text in our law library · Verify at revisor.mn.gov
§ 325C.01DEFINITIONSIn force
Subdivision 1. Scope. As used in sections 325C.01 to 325C.07, the terms defined in these sections have the meanings given them, unless the context requires otherwise. Subd. 2. Improper means. "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. Subd. 3. Misappropriation. "Misappropriation" means: (i) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (ii) disclosure or use of a trade secret of another without express or implied consent by a person who (A) used improper means to acquire knowledge of the trade secret; or (B) at the time of disclosure or use, knew or had reason to know that the discloser's or user's knowledge of the trade secret was (I) derived from or through a person who had utilized improper means to acquire it; (II) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (III) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) before a…
Official text (excerpt) · last checked 2026-07-29 · Read the full text in our law library · Verify at revisor.mn.gov
Cited in 90 court opinions in our collectionLatest citing opinion in our collection: 2026
Opinions citing this section in our collection:
- Electro-Craft Corp. v. Controlled Motion, Inc. (Supreme Court of Minnesota 1983, 332 N.W.2d 890)“…ade Secret Status. The Uniform Trade Secrets Act, Minn.Stat. §§ 325C.01-325C.08 (1982) 3 allows th…”
- Jostens, Inc. v. National Computer System, Inc. (Supreme Court of Minnesota 1982, 318 N.W.2d 691)“…342 , 217 N.W. 339 (1928). The information must be, as Minn.Stat. § 325C.01, subd. 5 (1980), now puts it, “the subj…”
- Widmark v. Northrup King Co. (Court of Appeals of Minnesota 1995, 530 N.W.2d 588)“…of action is now governed by the Uniform Trade Secrets Act, Minn. Stat. § 325C.01-.07 (1992), which articulates, explains…”
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
§ 325C.03DAMAGESIn force
(a) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret. (b) If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under paragraph (a).
Official text (excerpt) · last checked 2026-07-29 · Read the full text in our law library · Verify at revisor.mn.gov
§ 325C.04ATTORNEY'S FEESIn force
If (i) a claim of misappropriation is made in bad faith, (ii) a motion to terminate an injunction is made or resisted in bad faith, or (iii) willful and malicious misappropriation exists, the court may award reasonable attorney's fees to the prevailing party.
Official text (excerpt) · last checked 2026-07-29 · Read the full text in our law library · Verify at revisor.mn.gov
§ 325C.06STATUTE OF LIMITATIONSIn force
An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.
Official text (excerpt) · last checked 2026-07-29 · Read the full text in our law library · Verify at revisor.mn.gov
United States Code Title 18
§ 1836Civil proceedingsIn forcecited in 52 of our articles
The Attorney General may, in a civil action, obtain appropriate injunctive relief against any violation of this chapter. An owner of a trade secret that is misappropriated may bring a civil action under this subsection if the trade secret is related to a product or service used in, or intended for use in, interstate or foreign commerce. Based on an affidavit or verified complaint satisfying the requirements of this paragraph, the court may, upon ex parte application but only in extraordinary circumstances, issue an order providing for the seizure of property necessary to prevent the propagation or dissemination of the trade secret that is the subject of the action.
Official text (excerpt) · last checked 2026-09-08 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 1,770 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):First Western Capital Management Co. v. Malamed (2017) held Section 1836(b)(3)(A) authorizes but does not mandate an injunction, so irreparable harm cannot be presumed. Syntel v. TriZetto (2023) vacated an avoided-costs award, holding unjust enrichment was unavailable where actual loss already captured the gain.
Opinions citing this section in our collection:
- Oakwood Laboratories LLC v. Bagavathikanun Thanoo (Court of Appeals for the Third Circuit 2021, 999 F.3d 892)✓A drug developer alleged a departing scientist took its microsphere manufacturing processes to a competitor; the Third Circuit vacated dismissal, holding the Section 1836(b) claim was pled adequately and that lost exclusivity is harm even before a rival product launches.
- First Western Capital Management Co. v. Malamed (Court of Appeals for the Tenth Circuit 2017, 874 F.3d 1136)✓A wealth manager won an injunction stopping a fired executive from soliciting clients without proving irreparable harm; the Tenth Circuit held Section 1836(b)(3)(A) authorizes but does not mandate injunctions, so irreparable harm cannot be presumed, and reversed.
- DTC Energy Grp., Inc. v. Hirschfeld (Court of Appeals for the Tenth Circuit 2018, 912 F.3d 1263)✓An oil and gas staffing firm sought to enjoin a former manager who diverted contracts to a rival; the Tenth Circuit affirmed the denial, holding Section 1836(b)(3)(A) allows no presumption of irreparable harm and finding no proof the defendants still held the trade secrets.
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Alabama Trade Secret Laws: UTSA, Remedies & Deadlines, Arizona Trade Secret Laws: UTSA, Remedies & Deadlines, Arkansas Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1833Exceptions to prohibitionsIn forcecited in 40 of our articles
This chapter does not prohibit or create a private right of action for— any otherwise lawful activity conducted by a governmental entity of the United States, a State, or a political subdivision of a State; or the disclosure of a trade secret in accordance with subsection (b). An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— is made— in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual— files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 43 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):Unum Group v. Loftus (2016) treated 18 USC 1833(b) immunity as an affirmative defense and refused to dismiss trade secret claims because the record could not establish it at that stage of the litigation. 12 Marketing, LLC v. White (2025) applied section 1833(b)(3) to bar DTSA exemplary damages and fees where the employer gave no notice.
Opinions citing this section in our collection:
- Motorola Solutions, Inc. v. Hytera Communications Corporation Ltd. (Court of Appeals for the Seventh Circuit 2024, 108 F.4th 458)“…TSA § 2(g), 130 Stat. at 382, to be set out as a note under 18 U.S.C. § 1833 (“[T]he amendments made by this section…”
- Unum Group v. Loftus (District Court, D. Massachusetts 2016, 220 F. Supp. 3d 143)✓An employee who removed boxes of documents from his employer and gave them to his attorney claimed section 1833(b) whistleblower immunity; the court found the record could not establish that defense at the pleading stage and denied dismissal.
- MONEX DEPOSIT CO. v. Gilliam (District Court, C.D. California 2010, 680 F. Supp. 2d 1148)✓A defendant sued for misappropriating a document marked confidential property of Monex claimed immunity under section 1833(2); the court rejected that, saying the statute concerns federal criminal law and has nothing to do with civil liability under California trade secret law.
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Trade Secret Laws by State: UTSA & DTSA (2026), Alaska Trade Secret Laws: UTSA, Remedies & Deadlines, California Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1838Construction with other lawsIn forcecited in 52 of our articles
Except as provided in section 1833(b), this chapter shall not be construed to preempt or displace any other remedies, whether civil or criminal, provided by United States Federal, State, commonwealth, possession, or territory law for the misappropriation of a trade secret, or to affect the otherwise lawful disclosure of information by any Government employee under section 552 of title 5 (commonly known as the Freedom of Information Act).
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 10 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):Courts cite 18 U.S.C. 1838 to note that the Defend Trade Secrets Act does not displace state trade secret remedies. Syntel Sterling Best Shores Mauritius, Ltd. v. the TriZetto Grp. (2023) said so while drawing on state UTSA cases for DTSA damages; Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc. (2025) cited it for parallel claims.
Opinions citing this section in our collection:
- Syntel Sterling Best Shores Mauritius, Ltd. v. the TriZetto Grp. (Court of Appeals for the Second Circuit 2023, 68 F.4th 792)✓Reviewing a $285 million DTSA award for misappropriated software trade secrets, the Second Circuit cited section 1838 for the point that the DTSA does not preempt state trade secret remedies, and so read the federal damages provision alongside state UTSA cases.
- Authority to Obtain and Share Statewide Voter Roll Data (Department of Justice Office of Legal Counsel 2026)“…luded a saving provision for state privacy laws, see, e.g., 18 U.S.C. § 1838; 42 U.S.C. § 300jj-19(c)(4), “Congress…”
- Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc. (Court of Appeals for the Ninth Circuit 2025)“…tate and federal trade- secret-misappropriation claims. See 18 U.S.C. § 1838 (providing that DTSA “shall not be cons…”
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Colorado Trade Secret Laws: UTSA, Remedies & Deadlines, Connecticut Trade Secret Laws: UTSA, Remedies & Deadlines, Delaware Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1831Economic espionageIn forcecited in 24 of our articles
Whoever, intending or knowing that the offense will benefit any foreign government, foreign instrumentality, or foreign agent, knowingly— steals, or without authorization appropriates, takes, carries away, or conceals, or by fraud, artifice, or deception obtains a trade secret; without authorization copies, duplicates, sketches, draws, photographs, downloads, uploads, alters, destroys, photocopies, replicates, transmits, delivers, sends, mails, communicates, or conveys a trade secret; receives, buys, or possesses a trade secret, knowing the same to have been stolen or appropriated, obtained, or converted without authorization; attempts to commit any offense described in any of paragraphs (1) through (3); or conspires with one or more other persons to commit any offense described in any of paragraphs (1) through (3), and one or more of such persons do any act to effect the object of the conspiracy, shall, except as provided in subsection (b), be fined not more than $5,000,000 or imprisoned not more than 15 years, or both.
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 249 court opinions in our collectionLatest citing opinion in our collection: 2026
Opinions citing this section in our collection:
- United States v. Nosal (Court of Appeals for the Ninth Circuit 2016, 844 F.3d 1024)“…ade secret theft under the Economic Espionage Act (“EEA”), 18 U.S.C. § 1831 et seq. When Nosal left Korn/Ferry,…”
- United States v. Aleynikov (Court of Appeals for the Second Circuit 2012, 676 F.3d 71)“…EEA contains two operative provisions. The first section ( 18 U.S.C. § 1831 (a)), which is not charged in the indic…”
- United States v. Chung (Court of Appeals for the Ninth Circuit 2011, 659 F.3d 815)“…of violating the Economic Espi- onage Act of 1996 (“EEA”), 18 U.S.C. § 1831(a)(1), (3); on one count of conspiring…”
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: District of Columbia Trade Secret Laws: UTSA, Remedies & Deadlines, Massachusetts Trade Secret Laws: UTSA, Remedies & Deadlines, Michigan Trade Secret Laws: UTSA, Remedies & Deadlines
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Sources and References
- Minnesota Uniform Trade Secrets Act, Minn. Stat. §§ 325C.01 to 325C.08(revisor.mn.gov).gov
- Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839(law.cornell.edu)
- Uniform Trade Secrets Act (Uniform Law Commission)(uniformlaws.org)
- Economic Espionage Act, 18 U.S.C. §§ 1831-1832(law.cornell.edu)
- Minn. Stat. § 325C.01: Definitions(www.revisor.mn.gov).gov
- Minn. Stat. § 325C.02: Injunctive relief(www.revisor.mn.gov).gov
- Minn. Stat. § 325C.03: Damages(www.revisor.mn.gov).gov
- Minn. Stat. § 325C.04: Attorney fees(www.revisor.mn.gov).gov
- Minn. Stat. § 325C.06: Limitations(www.revisor.mn.gov).gov