Businesses and individuals across the Twin Cities area depend on confidentiality to protect their interests. Whether forming a new business relationship, discussing sensitive financial details, or engaging in intellectual property discussions, a non-disclosure agreement (NDA) is often a necessary tool.

NDAs help prevent the unauthorized sharing of proprietary or confidential information, and having legal representation is critical when creating, reviewing, or enforcing such agreements.

Based in Eagan, Minnesota, our work at Thooft Law LLC with non-disclosure agreements supports a broad range of industries, including technology, finance, manufacturing, healthcare, retail, construction, and service-based companies.

Whether you’re a small business owner, startup founder, corporate executive, or independent contractor, you may benefit from legal support when confidentiality is at stake. Contact our firm to partner up with one of our seasoned business lawyers.

The Purpose and Scope of Non-Disclosure Agreements

Non-disclosure agreements are legally binding contracts that limit the disclosure of certain information between parties. These agreements are frequently used during negotiations, employment relationships, mergers and acquisitions, investor discussions, and joint ventures. 

The primary objective is to keep sensitive business data from becoming public or falling into competitors’ hands.

The scope of an NDA often varies depending on the nature of the relationship between the parties involved. Some NDAs focus on a specific set of trade secrets, while others cover a broad category of proprietary information, including formulas, business strategies, customer lists, pricing structures, product designs, or financial records.

NDAs may be unilateral (binding one party) or mutual (binding both parties), depending on whether the disclosure of information flows one way or both.

We draft and review non-disclosure agreements that reflect the specific concerns of our clients and the practical realities of their business operations.

When a client is asked to sign an NDA, we carefully evaluate the terms to identify whether the obligations are reasonable and legally sound. When a client seeks to create an NDA for others to sign, we craft language designed to reduce risk and reflect enforceable protections.

Key Provisions Found in Non-Disclosure Agreements

An effective non-disclosure agreement should be clear, enforceable, and tailored to the information at stake. Several key provisions form the backbone of a typical NDA:

• Definition of confidential information: This section identifies what qualifies as confidential. It may include written documents, oral conversations, electronic data, and other types of communication. Clarity here reduces ambiguity later.
  

• Obligations of receiving party: The NDA will specify what the recipient of the confidential information can and can’t do with it. This often includes restrictions on sharing, publishing, or using the information for personal benefit.
  

• Exclusions: Not all information is confidential. Publicly available data, information already known by the recipient, or materials obtained through lawful means from a third party are typically excluded.
  

• Timeframe: NDAs usually include a time limit during which confidentiality obligations apply. Some information may require long-term protection, while other data may only need short-term safeguards.
  

• Legal remedies: If a breach occurs, the agreement should outline available remedies, including injunctive relief or monetary damages.
  

• Jurisdiction and venue: This defines which state’s laws will govern the agreement and where disputes must be resolved. For businesses in the Twin Cities, it often makes sense to designate Minnesota courts.

We help our clients identify which of these provisions are essential for their situation and how to phrase them appropriately. NDAs must be balanced and practical. Overly broad or vague agreements may be difficult to enforce, while inadequate agreements may expose the disclosing party to legal risk.

Drafting Non-Disclosure Agreements With Clarity and Precision

When drafting an NDA, one of the most important considerations is clarity. Legal language shouldn’t leave room for multiple interpretations. Businesses that rely on template NDAs found online or provided by a third party may be at a disadvantage if those documents aren’t properly customized.

For example, an NDA drafted for use in another state may not reflect Minnesota law or may contain clauses that are void or unenforceable here. Similarly, contracts meant for general business purposes may not provide the right kind of coverage for information exchanged in different fields, such as medical research or software development.

We work directly with business owners, entrepreneurs, and corporate officers to develop non-disclosure agreements that reflect both the substance and context of the information involved. This includes:

• Assessing the nature and purpose of the confidential exchange
  

• Identifying how information is transmitted and stored
  

• Clarifying expectations regarding return or destruction of documents
  

• Confirming whether third-party access needs to be covered
  

• Aligning obligations with current laws applicable in Minnesota

By focusing on the needs of each client and the specifics of the transaction or relationship, we develop agreements that carry appropriate weight in court if challenged.

Reviewing Non-Disclosure Agreements Before You Sign

When presented with a non-disclosure agreement by another party, individuals and businesses should take care to review the terms before signing. Even where NDAs seem routine, small differences in wording can have significant legal consequences.

For instance, some NDAs may place a heavy burden on one party while giving very little in return. Others may include non-compete or non-solicitation clauses under the label of “confidentiality,” which can create legal entanglements beyond the original purpose of the NDA.

We provide thorough legal review services for clients throughout the Twin Cities. Before signing, we:

• Examine whether the definition of confidential information is overly broad or vague
  

• Assess whether the obligations are reasonable in duration and scope
  

• Identify hidden clauses that may impact other aspects of your business
  

• Offer practical advice on whether the agreement fits the situation
  

• Recommend edits or clarifications where needed

Whether you’re being asked to sign a one-page NDA or a multi-document confidentiality package, we provide focused legal guidance to help you make an informed decision.

Enforcing a Breach of a Non-Disclosure Agreement

Even a carefully worded NDA can be violated. When that occurs, the harmed party may seek to enforce the agreement through legal action. Minnesota courts recognize the enforceability of non-disclosure agreements when the language is specific, the terms are reasonable, and the purpose aligns with legitimate business interests.

If you suspect that a former employee, vendor, consultant, or competitor has disclosed protected information in violation of an NDA, we assist in evaluating your options and pursuing appropriate legal remedies. This may include:

• Sending a demand letter to stop ongoing disclosure
  

• Seeking a temporary restraining order or preliminary injunction
  

• Filing a lawsuit to recover financial losses caused by the breach
  

• Pursuing remedies under Minnesota trade secret law, where applicable

Our office provides representation in disputes involving NDAs in state and federal courts across Minnesota. We also help clients evaluate the strategic risks and benefits of enforcement efforts, including reputational concerns, financial considerations, and business goals.

Industry-Specific Considerations for Non-Disclosure Agreements

Different industries rely on NDAs for different reasons. A healthcare company may need to safeguard patient-related data or clinical trial results. A software firm may focus on protecting source code and system architecture. A construction company might wish to protect bidding strategies or financial estimates.

While the structure of non-disclosure agreements is similar across sectors, the substance often changes.

We support clients in a variety of Twin Cities industries by tailoring NDAs to reflect sector-specific concerns. This includes accounting for industry regulations, standards of confidentiality, and the risks of disclosure.

Whether you're operating in finance, real estate, manufacturing, or consulting, we help shape confidentiality protections that are suited to your particular operations.

Employment-Related Non-Disclosure Agreements

Employers throughout Eagan, Minneapolis, and surrounding areas frequently use NDAs in connection with new hires, internal promotions, or independent contractor agreements. Employment-related NDAs typically protect customer data, internal procedures, pricing models, and other proprietary business information that workers may access.

Minnesota courts consider several factors when evaluating the validity of employment NDAs, including whether they were supported by adequate consideration (such as continued employment or additional compensation) and whether the information at issue actually required confidentiality.

We provide drafting, review, and enforcement services for employment NDAs, and also assist employees who are concerned about their obligations after leaving a position. Whether you’re a business preparing internal contracts or an individual transitioning to a new job, legal counsel can help avoid unnecessary conflict.

Contact Our Office for Legal Help With NDAs

If you're seeking legal assistance with non-disclosure agreements in the Twin Cities area, we invite you to reach out to us at Thooft Law LLC. Our law office assists clients throughout the Twin Cities, including Minneapolis, St. Paul, Eagan, Inver Grove Heights, Woodbury, Maplewood, Roseville, Fridley, Plymouth, Minnetonka, Edina, Richfield, Bloomington, and Apple Valley. Contact us to schedule a consultation with an experienced non-disclosure agreement attorney.