Key Takeaways

  • A non-disclosure agreement (NDA) in Florida is a legally binding contract used to protect trade secrets, intellectual property, business strategies, and other sensitive information.
  • Florida law enforces NDAs under strict conditions — they must protect legitimate business interests and cannot be overly broad or indefinite.
  • NDAs can be unilateral or mutual and must clearly define the confidential information, permitted uses, duration, and remedies for breach.
  • In addition to NDAs, other restrictive covenants such as non-solicitation, confidentiality, and non-compete agreements are commonly used to protect businesses.
  • Florida courts closely scrutinize NDAs to ensure they comply with state statutes, particularly regarding trade secrets and employment-related restrictions.

A non-disclosure agreement in Florida is a contract between two parties that promises the protection of information from any third party in the state of Florida.

What Is a Florida Non-Disclosure Agreement?

Non-disclosure agreements (NDAs) are governed under state law but are treated similarly in every state. When formulating a non-disclosure agreement, it is a good idea to double-check the state rules and regulations for such agreements. This extra precaution will help to ensure that the contract will hold up in court.

Non-disclosure agreements can be used to protect many different types of information. Some of the most common types include:

  • Valuable research and data
  • Software
  • Intellectual property (IP)
  • Marketing plans
  • Trademarks and patents
  • Prototypes
  • Customer and client information

The Florida statutes govern and enforce all non-disclosure agreements formed within the state.

Non-disclosure agreements prevent disgruntled employees from threatening to share confidential information or valuable trade secrets with their company's competitors.

Key Elements of a Florida NDA

A legally enforceable non disclosure agreement Florida must meet certain criteria to be valid under state law. These elements ensure the agreement is specific, reasonable, and protects legitimate business interests rather than unfairly restricting competition.

  • Clear definition of confidential information: The NDA must precisely outline what information is considered confidential. This typically includes trade secrets, financial data, business strategies, customer lists, and proprietary technology. Vague definitions can render an NDA unenforceable.
  • Purpose and permitted use: The agreement should specify the purpose for which the information can be used, limiting its use strictly to that context.
  • Duration: Florida courts generally uphold NDAs with reasonable time limits. Overly long or indefinite agreements are more likely to be challenged.
  • Exclusions: Publicly known information, independently developed knowledge, or information disclosed through lawful means should be excluded from confidentiality.
  • Obligations of the receiving party: The NDA should clearly outline how the receiving party must handle, store, and protect the confidential information.
  • Remedies and enforcement: The agreement should include potential remedies, such as injunctive relief or damages, if a breach occurs. Florida courts often grant injunctions to immediately prevent further disclosure.

How to Write a Non-Disclosure Agreement

When writing a non-disclosure agreement, it can be very beneficial to download and use a template. There are several available online.

Basic information should be included in the agreement, such as the date the agreement was drafted and the names of both parties involved. Then, the creator will need to specify which type of agreement they want to form.

There are two types of non-disclosure agreements:

  • Unilateral
  • Mutual

A unilateral NDA only restricts one of the two parties from sharing the protected information. A mutual agreement applies to both of the parties.

The non-disclosure agreement should also clearly explain the relationship between the two parties involved. Is this an agreement between business partners or company and its employee.

If the agreement is sent to be signed by another party, it should specify a deadline for returning the contract.

A non-disclosure agreement is considered complete and enforceable when both parties have signed it with their names printed and the date of signatures included.

Florida NDA Enforcement and Legal Standards

While drafting an NDA is essential, ensuring that it is enforceable under Florida law is equally critical. Florida courts will enforce a non disclosure agreement only if it meets certain legal standards:

  • Legitimate business interest: The agreement must protect a real and identifiable business interest, such as trade secrets, proprietary methods, goodwill, or client relationships.
  • Reasonable scope: The NDA must not be overly broad in terms of time, geography, or subject matter. Courts will strike down agreements that attempt to restrict information beyond what is necessary.
  • Trade secrets: Florida law offers strong protections for trade secrets under the Florida Uniform Trade Secrets Act (FUTSA). NDAs involving trade secrets are often given greater legal weight.
  • Employment context: In employment settings, NDAs must balance the employer’s right to protect confidential information with the employee’s right to work. Overly restrictive agreements can be deemed void.

It’s also important to include a choice-of-law and jurisdiction clause to clarify that Florida law governs the agreement and disputes will be resolved in Florida courts.

Types of Restrictive Agreements

There are several different types of restrictive agreements that are used to protect the information in the business world. NDAs are one type, but there are also confidentially agreements, non-solicitation agreements, and non-compete agreements. These are very similar but do have some important differences.

Confidentiality agreements are the least restricting of the three types mentioned (other than NDAs). Non-compete agreements are the most restricting. Non-solicitation agreements are somewhere in between those two.

These three restrictive agreements apply mainly to employees and their relationships with their employers. NDAs can apply to other types of business relationships. Not only do these agreements prevent employees from sharing certain protected information, but they also restrict current and former employees from certain activities.

Common NDA Use Cases in Florida

Non disclosure agreements in Florida are widely used across industries to protect sensitive information in various scenarios. Common examples include:

  • Employment relationships: To prevent employees from disclosing trade secrets or proprietary knowledge during and after their employment.
  • Business partnerships and joint ventures: To safeguard shared intellectual property, business strategies, or client data during collaborations.
  • Mergers and acquisitions: To protect sensitive due diligence materials and business valuations shared during negotiations.
  • Investor relations: To ensure that potential investors or partners do not misuse confidential business plans or financial data.
  • Contractor and vendor relationships: To protect proprietary processes or technology shared with third parties for business operations.

Confidentiality Agreement

Confidentiality agreements keep employees from sharing any confidential information with entities outside of their company. In the state of Florida, confidentiality agreements can only be enforced over actually confidential information. This means that confidentiality agreements will not protect any information that is available to or known by the general public.

There are no requirements regarding the length of coverage for a confidentiality agreement. The duration of the agreement should be specified in the written document. A company can choose to enforce a confidentiality agreement as long as the protected information continues to be considered confidential.

Non-Solicitation Agreement

Non-solicitations agreements prevent employees, whether current or former, from trying to convince other employees, customers, or clients, to leave one company and join a competitor. These agreements usually apply while an individual is employed and for two years after their employment is terminated, either voluntarily or not.

Non-Compete Agreement

Non-compete agreements, also called non-compete clauses, help to protect companies from unfair competition. Under a non-compete agreement, an employee may not open their own business that competes with their employer (or former employer). They are also prevented from working for a competitor for a certain period of time after termination.

If a company wants to require employees to sign a non-compete agreement in the state of Florida, they must prove that their business has a specific interest that should be protected such as:

  • Trade secrets
  • Valuable relationships or goodwill with current or potential clients, patients, or customers
  • Specialized training

Non-compete agreements cannot be enforced simply to prevent generic competition. The legitimacy of the business interest that is being protected by the agreement has to be proven to the court to enforce the agreement.

Breach of NDA and Legal Remedies

If a party breaches a non disclosure agreement in Florida, the harmed party has several legal options. The most common remedies include:

  • Injunctive relief: Courts can issue an injunction to immediately stop further disclosure or misuse of confidential information.
  • Monetary damages: The injured party can seek compensation for financial losses caused by the breach.
  • Attorney’s fees and court costs: In some cases, the prevailing party may recover legal costs if the NDA includes an attorney’s fee provision.
  • Criminal liability: If the breach involves misappropriation of trade secrets, it may also trigger civil or criminal penalties under Florida law.

Because enforcement can involve complex legal issues, parties often consult with a business attorney before pursuing legal action.

Frequently Asked Questions

  1. Are non-disclosure agreements enforceable in Florida?
    Yes. Florida courts will enforce NDAs if they are specific, reasonable, and protect legitimate business interests.
  2. How long can a Florida NDA last?
    There’s no fixed duration, but the timeframe must be reasonable. Many NDAs range from one to five years, depending on the nature of the information.
  3. What happens if someone breaches an NDA in Florida?
    The harmed party may seek injunctive relief, damages, and potentially attorney’s fees. Trade secret misappropriation could also lead to criminal charges.
  4. Can an NDA stop an employee from working for a competitor?
    Not directly. An NDA protects confidential information, while a separate non-compete agreement limits employment with competitors.
  5. Do NDAs need to be notarized in Florida?
    No. NDAs are legally binding without notarization, though notarizing can provide additional evidence of authenticity.

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