Minnesota's noncompete ban did not touch your NDA or your nonsolicit — and no Minnesota employment or civil-rights statute voids a settlement NDA about harassment

The ban removed one clause, and the statute says which one

Minnesota made employment noncompetes void for agreements entered into on or after July 1, 2023. Two sentences in the same subdivision decide most of the arguments that follow, and they are usually left out of the summaries. Minn. Stat. § 181.988, subd. 1(a), after defining “covenant not to compete,” closes:

A covenant not to compete does not include a nondisclosure agreement, or agreement designed to protect trade secrets or confidential information. A covenant not to compete does not include a nonsolicitation agreement, or agreement restricting the ability to use client or contact lists, or solicit customers of the employer.

And subdivision 2(c) keeps the rest of the paperwork standing after a noncompete is struck out of it:

Nothing in this subdivision shall be construed to render void or unenforceable any other provisions in a contract or agreement containing a void or unenforceable covenant not to compete.

The date and the mechanics of the ban itself are covered separately in the noncompete guide. This page is about everything the ban left alone.

What Minnesota law restricts in an NDA is a short list

The full text of Minn. Stat. ch. 181 and ch. 363A was retrieved from the revisor on September 7, 2026, and searched for “nondisclosure.” Chapter 363A, the Human Rights Act, returns nothing. Chapter 181 returns four occurrences: § 181.141; § 181.172(a)(1); the subdivision heading “Confidentiality and nondisclosure” in the earned sick and safe time law at § 181.9447, subd. 11; and the carve-out in § 181.988, subd. 1(a), quoted above. Three of the four are about a contract term. That is the whole of what those two chapters say about a contract term.

Section 181.141, enacted in 2023, is a single sentence, and it is narrower than its title suggests:

In a sexual harassment or abuse settlement between an employer and an employee, when there is a financial settlement provided, the financial settlement cannot be provided as wages or severance pay to the employee regardless of whether the settlement includes a nondisclosure agreement.

Read what that governs. It governs how the money is characterized — not as wages, not as severance. It says nothing about whether the nondisclosure agreement in the same settlement is enforceable; the phrase “regardless of whether the settlement includes a nondisclosure agreement” is there to keep the money rule from being defeated by the presence of one. A Minnesota employee who signs a harassment settlement with an NDA in it has a statute about how the payment is characterized and no statute voiding the confidentiality term.

Section 181.9641 is sometimes cited in this area and does not belong here. It is a 1994 enforcement provision — it authorizes the Department of Labor and Industry to enforce §§ 181.960 to 181.964, the background-check and consumer-report sections, and to assess a fine of up to $5,000. Its History line reads, in full, “1994 c 632 art 4 s 59.” It has nothing to do with settlement agreements or harassment.

Wages are carved out by name

Section 181.172 is the one Minnesota statute that voids a confidentiality term outright, and it does it for one subject:

(a) An employer shall not:

(1) require nondisclosure by an employee of his or her wages as a condition of employment;

(2) require an employee to sign a waiver or other document which purports to deny an employee the right to disclose the employee’s wages; or

(3) take any adverse employment action against an employee for disclosing the employee’s own wages or discussing another employee’s wages which have been disclosed voluntarily.

Paragraph (b) is the boundary, and it is real. Nothing in the section creates an obligation to disclose wages; nothing in it permits an employee, without the employer’s written consent, “to disclose proprietary information, trade secret information, or information that is otherwise subject to a legal privilege or protected by law”; nothing in it diminishes existing rights under the National Labor Relations Act; and nothing in it permits an employee “to disclose wage information of other employees to a competitor of their employer.”

Paragraph (d) bars retaliation for asserting the section, and paragraph (e) supplies the remedy: an employee may bring a civil action, and on a finding of violation the court “may order reinstatement, back pay, restoration of lost service credit, if appropriate, and the expungement of any related adverse records.” Section 181.944 separately lists “181.172, paragraph (a) or (d)” among the sections for which an injured person may recover damages, costs, and reasonable attorney’s fees.

Reporting a violation of law

Minn. Stat. § 181.932, subd. 1, protects the report itself:

An employer shall not discharge, discipline, penalize, interfere with, threaten, restrain, coerce, or otherwise retaliate or discriminate against an employee regarding the employee’s compensation, terms, conditions, location, or privileges of employment because:

(1) the employee, or a person acting on behalf of an employee, in good faith, reports a violation, suspected violation, or planned violation of any federal or state law or common law or rule adopted pursuant to law to an employer or to any governmental body or law enforcement official;

Six clauses follow that lead-in; what each one covers, and how narrow “report” is, is the subject of the whistleblower guide. Section 181.935(a) gives an employee injured by a violation of § 181.932 a civil action “to recover any and all damages recoverable at law, together with costs and disbursements, including reasonable attorney’s fees,” plus injunctive and equitable relief; paragraph (c) lists reinstatement, back pay, restoration of lost service credit, compensatory damages, and expungement among the relief a district court may order.

Two limits inside the section cut against a reader who assumes an NDA simply evaporates. Subdivision 3 provides that the section “does not permit an employee to make statements or disclosures knowing that they are false or that they are in reckless disregard of the truth.” Subdivision 5 provides that it “does not permit disclosures that would violate federal or state law or diminish or impair the rights of any person to the continued protection of confidentiality of communications provided by common law.” And the closing sentence of subd. 1 is its own limit: “The disclosures protected pursuant to this section do not authorize the disclosure of data otherwise protected by law.”

Sections 181.931 through 181.935 contain no anti-waiver provision. A search of the full retrieved text of chapter 181 turns up no sentence declaring void an agreement that purports to waive § 181.932 rights, the way the Human Rights Act does. Minn. Stat. § 363A.31, subd. 1, provides that any provision of a contract or other agreement “which purports to be a waiver by an individual of any right or remedy provided in this chapter is contrary to public policy and void if the waiver or release purports to waive claims arising out of acts or practices which occur after the execution of the waiver or release,” and subd. 2 gives a releasing party 15 calendar days to rescind a waiver of claims that had already arisen — with an exception for a release “given in settlement of a claim filed with the department or with another administrative agency or judicial body,” which “is valid and final upon execution.” Chapter 181 has no counterpart. What the Whistleblower Act supplies instead is a cause of action for retaliation — so the operative question is not whether the NDA is void on its face but whether the employer took an adverse action because of a protected report.

The federal Speak Out Act, and exactly how far it reaches

The Speak Out Act, Pub. L. 117-224 (Dec. 7, 2022), is codified at 42 U.S.C. §§ 19401–19404. The operative section is § 19403(a):

With respect to a sexual assault dispute or sexual harassment dispute, no nondisclosure clause or nondisparagement clause agreed to before the dispute arises shall be judicially enforceable in instances in which conduct is alleged to have violated Federal, Tribal, or State law.

Four qualifiers sit inside that one sentence, and every one of them matters. The clause has to be one “agreed to before the dispute arises.” The dispute has to be a “sexual assault dispute” or a “sexual harassment dispute” as § 19402 defines them — respectively, a dispute involving a nonconsensual sexual act or sexual contact as defined in 18 U.S.C. § 2246 or similar tribal or state law, and “a dispute relating to conduct that is alleged to constitute sexual harassment under applicable Federal, Tribal, or State law.” The conduct has to be “alleged to have violated Federal, Tribal, or State law.” And the consequence is that the clause is not “judicially enforceable” — the Act does not declare it void, and it does not create a cause of action.

The definitions are broad in one direction. A “nondisclosure clause” under § 19402(1) is any provision “that requires the parties to the contract or agreement not to disclose or discuss conduct, the existence of a settlement involving conduct, or information covered by the terms and conditions of the contract or agreement” — the routine confidentiality paragraph in an onboarding packet fits.

Two further provisions bound the Act. Section 19403(d): “Nothing in this chapter shall prohibit an employer and an employee from protecting trade secrets or proprietary information.” And § 19404: “This chapter shall apply with respect to a claim that is filed under Federal, State, or Tribal law on or after December 7, 2022.”

Section 19403(b) leaves room for states to go further — it says nothing in the chapter prohibits a state or locality “from enforcing a provision of State law governing nondisclosure or nondisparagement clauses that is at least as protective of the right of an individual to speak freely, as provided by this chapter.” A search of chapters 181 and 363A turns up none.

The National Labor Relations Act

29 U.S.C. § 157 is one sentence:

Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title.

Those rights do not depend on being in a union, and Minnesota’s own statute takes account of them: § 181.172(b)(3) provides that nothing in the wage-disclosure section shall be construed to “diminish any existing rights under the National Labor Relations Act under United States Code, title 29.”

They do depend on being an “employee” as the Act uses the word. 29 U.S.C. § 152(3) excludes, among others, “any individual having the status of an independent contractor,” “any individual employed as a supervisor,” agricultural laborers, domestic-service workers, and individuals employed by a parent or spouse. A manager who supervises is outside § 157 by definition, which is why the Act does less work in severance disputes than its breadth suggests.

On February 21, 2023, the National Labor Relations Board decided McLaren Macomb, 372 NLRB No. 58, and held the confidentiality and nondisparagement provisions of a severance agreement unlawful. The Board wrote, slip op. at 9: “A severance agreement is unlawful if it precludes an employee from assisting coworkers with workplace issues concerning their employer, and from communicating with others, including a union, and the Board, about his employment.” It added that “[c]onditioning the benefits under a severance agreement on the forfeiture of statutory rights plainly has a reasonable tendency to interfere with, restrain, or coerce the exercise of those rights,” unless the agreement is “narrowly tailored to respect the range of those rights.”

[UNVERIFIED] — whether McLaren Macomb states the Board’s current position as of September 2026 has not been verified for this page. Board precedent is revisited by later Boards, and no citator was available for this retrieval; the decision itself was read in full from the Board’s own slip opinion. What is stated above is what the Board held on the date it decided the case.

Nonsolicits are still measured by the common law

Because § 181.988 takes nonsolicitation agreements outside its own definition, the older Minnesota law governs them, and that law is not a rubber stamp. In Bennett v. Storz Broadcasting Co., 270 Minn. 525, 134 N.W.2d 892 (1965), the supreme court began from the premise that an agreement limiting “the right of a party to work and to earn a livelihood” is one “in partial restraint of trade,” and that such contracts “are looked upon with disfavor, cautiously considered, and carefully scrutinized.” It then acknowledged what an employer may legitimately protect — covenants “designed to protect the employer against the deflection of trade or customers by the employee by means of the opportunity which the employment has given him” — before stating the test at 270 Minn. at 534, 134 N.W.2d at 899:

The test applied is whether or not the restraint is necessary for the protection of the business or good will of the employer, and if so, whether the stipulation has imposed upon the employee any greater restraint than is reasonably necessary to protect the employer’s business, regard being had to the nature and character of the employment, the time for which the restriction is imposed, and the territorial extent of the locality to which the prohibition extends.

Bennett closed that discussion with a caution against deciding the question from the paper alone: “The validity of the contract in each case must be determined on its own facts and a reasonable balance must be maintained between the interests of the employer and the employee.”

The Minnesota Court of Appeals has applied that framework to a non-solicitation agreement specifically. In Softchoice, Inc. v. Schmidt, 763 N.W.2d 660 (Minn. Ct. App. 2009), reviewing temporary injunctions against two former employees, the court stated at 667 that non-compete agreements “are disfavored and closely scrutinized,” that “[i]n order to be enforceable, [non-compete] agreements must be reasonable and supported by consideration,” and quoted the Bennett test verbatim. It affirmed an injunction against the employee whose promotion was contingent on signing the non-solicitation clause. It also affirmed the denial of an injunction against a second employee whose agreement rested on a retention plan the employer had no obligation to fund — but that half was decided under Missouri law by the contract’s choice-of-law clause, and the court added in a footnote that its “decision may have been different had we conducted our analysis under Minnesota law” and that the opinion “does not stand for the proposition that employee retention plans cannot serve as valid consideration for non-competition or non-solicitation agreements.” Consideration decided both halves; only the first half decided it under Minnesota law.

For the confidentiality side, Cherne Industrial, Inc. v. Grounds & Associates, Inc., 278 N.W.2d 81 (Minn. 1979), supplies the test for what an employer may actually claim. At 278 N.W.2d at 90 the court distilled four elements from the definitions of confidential information and trade secret: “(1) the protected matter is not generally known or readily ascertainable, (2) it provides a demonstrable competitive advantage, (3) it was gained at expense to the employer, and (4) it is such that the employer intended to keep it confidential.” On the same page it quoted the counterweight: “matters of general knowledge within the industry may not be classified as trade secrets or confidential information entitled to protection.” Cherne found a customer list protectable on that record, and, at 91, pointedly noted that the trial court “may have been overinclusive in finding that all of this information was confidential” as to the letters, phone reports, price lists, and financial information also taken.

None of these decisions has been run through a citator for this page. CourtListener has none.

Currency

The revisor’s History lines: § 181.988, “2023 c 53 art 6 s 1”; § 181.141, “2023 c 64 art 1 s 11”; § 181.9641, “1994 c 632 art 4 s 59”; § 181.172, “2014 c 239 art 4 s 2; 2023 c 53 art 11 s 23”; § 181.932, which ends “2023 c 53 art 11 s 26; 2025 c 39 art 2 s 57”; and § 181.935, “1987 c 76 s 5; 2007 c 135 art 3 s 17.”

Section 181.932 also carries three official revisor notes recording federal preemption holdings against parts of subdivision 1 — as to reports of ERISA violations under clause (1), and as to air carrier routes and services under clauses (1) and (3). Those notes are part of the published section, and an NDA analysis that assumes clause (1) reaches every report has not accounted for them.

The revisor’s table of Minnesota Statutes affected by the 2026 Regular Session was queried one exact section at a time for §§ 181.988, 181.141, 181.9641, 181.172, 181.932, and 181.935. None returned a 2026 record. Section 363A.31 was not among the 2026 amendments to chapter 363A either; its History line ends at “1Sp2021 c 11 art 3 s 16.” The federal sections were retrieved from Cornell’s Legal Information Institute on September 7, 2026; the Speak Out Act has not been amended since its December 7, 2022 enactment, and each section still bears only the enacting credit “Pub. L. 117–224.”

This page describes the machinery. What your particular clause restricts, when the dispute in your case arose, and whether the consideration behind a nonsolicit was real are questions about your documents and your dates, and applying these authorities to them is not what this page does.