Protection of confidential information Minnesota law protects employers’ confidential information and trade secrets in several ways: • Employees owe a general duty of loyalty , which includes not misusing trade secrets or proprietary business information. • Minnesota has adopted the Uniform Trade Secrets Act , which prohibits misappropriation of trade secrets and provides civil remedies. • Employers may require employees to sign nondisclosure or confidentiality agreements to prevent disclosure or misuse of confidential or proprietary information during and after employment. To be protected as a “trade secret” under the Uniform Trade Secrets Act, information must: • Not be generally known or readily ascertainable by proper means by the public or competitors; • Derive independent economic value from not being generally known; and • Be subject to reasonable efforts under the circumstances to maintain its secrecy (for example, access controls, policies, labeling, and training). Confidentiality agreements must be supported by adequate consideration , meaning the employee must receive something of value in exchange for the promise not to disclose or misuse the information. Depending on the circumstances, adequate consideration can include: • Initial hiring (where the confidentiality agreement is part of the original offer); • A promotion or change in job responsibilities; • A salary increase, bonus, or other cash payment; or • Other tangible benefits provided in exchange for the new obligation. As a general rule, continued employment alone , without additional consideration, is usually not sufficient to support new or expanded confidentiality and restrictive covenants in Minnesota. Employers should seek legal advice before rolling out such agreements to existing employees. Assignment of patents and inventions Employers often wish to ensure that inventions created by employees in the course of their work belong to the employer. Minnesota permits employers to require, as a condition of employment, that employees assign rights in certain inventions to the employer. However, state law limits the scope of invention assignment provisions. Under Minn. Stat. § 181.78, any provision in an employment agreement requiring an employee to assign or offer to assign invention rights does not apply to an invention for which all of the following are true: • No equipment, supplies, facilities, or trade secret information of the employer were used;
141
Made with FlippingBook - Online Brochure Maker