[MN] [MN] Should a home care nurse sign a customer-provided NDA?

Lexi, Chatbot

I understand that reviewing a nondisclosure agreement is important for your peace of mind. Can you tell me if there are any specific clauses in the agreement that concern you?

Lexi, Chatbot

Have you discussed this request with your employer or agency regarding their policies on signing such agreements?

Lexi, Chatbot

Is there anything else the lawyer should know before I connect you? Rest assured they’ll be able to help with your nondisclosure agreement.

Randy M.

Hi, my name is Attorney Randy and I'm happy to assist you today.

I have significant concerns about this NDA that I strongly advise you to address before signing.

Critical Issues:

1. Jurisdictional Problem: This agreement requires any disputes to be resolved in Florida courts under Florida law, even though you're working in Minnesota. This creates substantial practical and financial barriers for you. If a dispute arises, you'd need to hire Florida counsel and potentially travel there for proceedings. Minnesota courts generally disfavor such forum selection clauses when they're unreasonable or burdensome to Minnesota residents.
2. Vicarious Liability Exposure: The “Representatives” clause makes you personally liable for breaches by people you may have no control over. As an independent contractor, you likely have minimal authority over other staff members, yet you'd be legally responsible for their actions. This is particularly problematic since the term “Representatives” isn’t clearly defined in what you’ve shown me.

Recommendations:

• Request Minnesota governing law and jurisdiction. You're providing services in Minnesota, and Minnesota has strong public policy interests in protecting its healthcare workers.
• Limit your liability to your own actions only. Request removal of vicarious liability for others’ breaches, or at minimum, limit it to people under your direct supervision and control.
• Review the entire agreement — I'd need to see the full document to identify other potential issues, including the scope of confidential information, duration of obligations, and any non-compete provisions.

Given the healthcare context and your independent contractor status, these modifications should be reasonable requests. The current terms seem heavily skewed toward the Florida entity’s interests and create disproportionate risk for you.

Randy M.

Does that help?

Randy M.

How long had you been providing home care there before he asked you to sign the agreement?

Randy M.

It’s just odd that you were working there for two months before they introduced a contract. Do you know why they didn’t give it to you when you started?

Randy M.

After reviewing the complete agreement, my concerns have significantly deepened. This NDA is extraordinarily broad and creates substantial legal and professional risks for you as a Minnesota RN.

Here are my key concerns and recommendations:

CRITICAL ISSUES:

1. Overly Broad Confidential Information Definition
   The definition captures virtually everything — “all non-public, personal or family… information” — with no meaningful limitations. This could include mundane details like what the client ate for breakfast or family gossip, extending far beyond legitimate medical confidentiality.
2. Dangerous Representative Liability (Section 3(f))
   You’re personally liable for breaches by “Representatives” — a term so broad it includes independent contractors, service providers, attorneys, and accountants you may never meet or control. As an independent contractor, this creates unlimited liability exposure.
3. Excessive Term (Section 8)
   Five years after services end is unreasonably long for healthcare services. Minnesota follows HIPAA standards, which don’t impose such extended periods for routine care information.
4. Florida Forum Selection Remains Problematic
   This clause forces you into expensive out-of-state litigation under Florida law, which may conflict with Minnesota healthcare regulations and your nursing license obligations.

SPECIFIC RECOMMENDATIONS:
Request these modifications:

• Limit “Confidential Information” to medical or health information protected under HIPAA and Minnesota healthcare privacy laws.
• Remove “Representative” liability or limit it to people under your direct supervision.
• Reduce the term to 2 years maximum, consistent with healthcare industry standards.
• Change governing law to Minnesota and jurisdiction to Minnesota courts.
• Add a healthcare compliance clause: “Nothing in this Agreement shall require Recipient to violate Minnesota nursing practice standards or reporting obligations.”
• Clarify HIPAA relationship: “This Agreement supplements but does not replace HIPAA obligations.”

Professional Risk Assessment:
This agreement could potentially conflict with your nursing license obligations. Minnesota nurses have mandatory reporting duties that this broad confidentiality clause might impede. I'd recommend consulting with the Minnesota Board of Nursing if the family won’t modify these terms.

Bottom Line:
This agreement is heavily skewed toward the Florida resident’s interests and creates disproportionate risk for a Minnesota healthcare provider. The modifications I’ve suggested would create a more balanced agreement while still protecting legitimate privacy interests.

As a side note, you’ve already been there for two months, so it’s a bit late in the game for them to spring this on you now.

I hope that helps!

Randy M.

You're very welcome!