2007 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.
History: 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.
History: 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).
History: 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.
History: 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.
History: 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.
History: 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.
History: 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."
History: 1980 c 594 s 10