Make a Florida Non-Disclosure Agreement

Florida State Laws

Florida has a specific act that regulates non-disclosure agreements: Commercial Relations Uniform Trade Secrets Act, Fla. Stat. § 688 (2005) .  Although Florida non-disclosure agreements are legal, a court will not uphold it if the restrictions within it are overly broad, including an overly broad time period.

For the best possible protection, Florida businesses often use this form along with a Florida non-compete agreement .

Definition of “Trade Secrets”

A Florida non-disclosure agreement serves a specific purpose. It protects trade secrets. Florida law defines a “trade secret” as a formula, pattern, compilation, program, device, method, technique, or process that has its own actual or potential economic value. This information cannot be general knowledge. It also cannot be something that a similar business in the industry could easily come up with and use. The company creating the NDA must take reasonable methods to keep that information secret.

How to Write a Florida Non-Disclosure Agreement

To create a basic Florida non-disclosure agreement, you'll need to review Florida laws. However, this is not a substitute for legal advice to truly understand how a well-drafted NDA will affect your business to protect your interests if necessary.

• The opening paragraph identifies the Disclosing Party (and your business) along with your full address and the Receiving Party (the employee, independent contractor, other individual, or business) and their full address, as well as explains the purpose of the NDA (that is, to prevent the unauthorized disclosure of trade secrets and confidential information relied upon by your business for a competitive edge). It is a good practice to include an effective date in the document as well.
• A definition of trade secrets according to Florida law. By Florida law, it is defined as information: a formula, pattern, compilation, program, device, method, technique, or process with its own actual or potential economic value. It cannot be general knowledge or something that is easily known or discoverable by others in the industry. Your business must take reasonable measures to keep the information secret.
• An explanation of exemptions from what is considered confidential information. For example, information that becomes publicly disclosed at no fault of the receiving party, something discovered or created by the receiving party before it was provided or told to the disclosing party, something learned by the receiving party by legitimate means without the disclosing party or without the disclosing party's agent, or something shared by the receiving party after they receive written approval of the disclosing party.
• An explanation of the receiving party's obligations. Examples include limiting access to trade secrets and confidential information, keeping confidential information and trade secrets in their highest confidence, and not using the information for their benefit unless they receive written approval from the disclosing party.
• Relationship clause. Some Florida non-disclosure agreements benefit from a relationship clause because it states that the NDA does not make either party a partner, joint venturer, or employee of the other for any purpose.
• Jurisdiction clause. This clause states that Florida laws will determine how the NDA will be interpreted. It also determines that Florida courts will be used if a lawsuit occurs.
• Severability clause. This clause states that if one part of the NDA is found to be invalid, the remainder of the NDA remains enforceable.
• Integration clause. This clause states that the parties agree the NDA supersedes all previous proposals, agreements, representations, and understandings related to the subject matter contained. It also usually states that for the parties to amend the agreement, it must be done in writing and the parties must also sign the amendment.
• Waiver clause. A waiver clause states that either party's failure to exercise any rights in the NDA does not waive prior or subsequent rights.

The NDA must also include signature lines for the parties as well as a place for the parties to print their names, include their titles according to the contract (Disclosing Party and Receiving Party), professional titles, and a place for the date each party signed. Finally, each party should receive a copy of the executed contract.