2004 Minnesota Statutes

CHAPTER 325C. Uniform trade secrets act

     325C.01 Definitions. 

    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 material change of the discloser's or user's 
 position, knew or had reason to know that it was a trade secret 
 and that knowledge of it had been acquired by accident or 
 mistake.  

    Subd. 4.    Person.  "Person" means a natural person, 
 corporation, business trust, estate, trust, partnership, 
 association, joint venture, government, governmental subdivision 
 or agency, or any other legal or commercial entity.  

    Subd. 5.    Trade secret.  "Trade secret" means 
 information, including a formula, pattern, compilation, program, 
 device, method, technique, or process, that:  

    (i) derives 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, and 

    (ii) is the subject of efforts that are reasonable under 
 the circumstances to maintain its secrecy.  

    The existence of a trade secret is not negated merely 
 because an employee or other person has acquired the trade 
 secret without express or specific notice that it is a trade 
 secret if, under all the circumstances, the employee or other 
 person knows or has reason to know that the owner intends or 
 expects the secrecy of the type of information comprising the 
 trade secret to be maintained.  

    HIST: 1980 c 594 s 3; 1985 c 196 s 1; 1986 c 444 

     325C.02 Injunctive relief. 

    (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.  

    HIST: 1980 c 594 s 4; 1987 c 1 s 1 

     325C.03 Damages. 

    (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). 

    HIST: 1980 c 594 s 5; 1987 c 1 s 2 

     325C.04 Attorney's fees. 

    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. 

    HIST: 1980 c 594 s 6 

     325C.05 Preservation of secrecy. 

    In an action under sections 325C.01 to 325C.07, a court 
 shall preserve the secrecy of an alleged trade secret by 
 reasonable means, which may include granting protective orders 
 in connection with discovery proceedings, holding in-camera 
 hearings, sealing the records of the action, and ordering any 
 person involved in the litigation not to disclose an alleged 
 trade secret without prior court approval.  

    HIST: 1980 c 594 s 7 

     325C.06 Statute of limitations. 

    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. 

    HIST: 1980 c 594 s 8 

     325C.07 Effect on other law. 

    (a) Except as provided in paragraph (b), sections 325C.01 
 to 325C.07 displace conflicting tort, restitutionary, and other 
 law of this state providing civil remedies for misappropriation 
 of a trade secret.  

    (b) Sections 325C.01 to 325C.07 do not affect:  

    (1) contractual remedies, whether or not based upon 
 misappropriation of a trade secret; 

    (2) other civil remedies that are not based upon 
 misappropriation of a trade secret; or 

    (3) criminal remedies, whether or not based upon 
 misappropriation of a trade secret. 

    HIST: 1980 c 594 s 9; 1987 c 1 s 3 

     325C.08 Short title. 

    Sections 325C.01 to 325C.07 may be cited as the "Uniform 
 Trade Secrets Act." 

    HIST: 1980 c 594 s 10