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The Confidentiality and Non-Disclosure Agreement in Florida
To protect your trade secrets, sensitive information, and other details you consider confidential, you should prepare a non-disclosure agreement or any other form of a legally binding contract to protect the confidential information.
What are non-disclosure agreements?
The non-disclosure agreement (NDA) refers to a document that protects trade secrets and any other information you consider private from unauthorized disclosure. Often, the contract protects proprietary and confidential information. In the state of Florida, the confidentiality documents are only enforceable if they only restrict the unauthorized disclosure of actual and true confidential information.
The NDAs mitigate risks in business, especially when partnering or in the governance of proprietary information which could be disclosed to third parties by employees.
It carries immense weight in business, and you have to be careful about the information you put in the NDA.
You should state clearly the information you want to be confidential, how long the information should be kept confidential, and you must indicate how the NDA will protect the information.
Types of NDAs
Unilateral NDAs: In this document, there is only one party liable for maintaining the confidentiality of the information or secrets from a third party or a recipient.
However, the party that reveals the trade secret can disclose the information to the third party without violating the terms of the arrangement.
Bilateral NDAs: With these legally binding documents, both parties are held liable to each other should either one of them divulges the confidential information to a third party.
Violation of an NDA
The best bit about your free non-disclosure agreement in Florida is that if a party signs deal but fails to honor its terms, divulging the information to a third party, he or she is held liable in the court of law.
Writing an NDA
First, choose a form then establish the confidential information, the period of the document’s legality, and bring all parties together for the signing of the contract. Signing must be done in the presence of the notary public.
Other types of restrictive agreements
In the corporate and legal settings, there are three other unique types of restrictive agreements, other than the NDAs.
They include the confidentiality, non-competes, and non-solicitation agreements.
All these documents aim to protect the confidential information as well as customer relationships. The confidentiality agreement in Florida is the least restrictive, non-solicitation contracts moderately restrictive, and the non-competes are the most restrictive.
The baseline, however, is that these three documents seek to restrict or prevent current or former employees from taking part in specific activities of sharing certain information about the company.
This refers to the binding contract which offers protection against unauthorized disclosure of the company’s proprietary information.
What is confidential information?
Before you create a free Florida non-disclosure agreement, you must understand what the confidential means, according to the state laws. Confidential information is the kind of information that isn’t readily available to the public and in the public domain. Generally, the confidentiality contracts aren’t subjected to specific time/ duration requirements, but the company’s power to enforce the NDA is enforceable up to the time that the information is no longer confidential.
The information considered confidential remains under the protection of the binding power of signed contract. You will also realize that the protection of the information will come about after a discussion is held on what makes the information confidential, private, or improper/ forbidden to transmit, as well as the remedies to be effectuated upon a breach of the terms of the document.
When should you use a confidentiality agreement?
You can use a confidentiality agreement in Florida to maintain a competitive advantage, to explain the responsibilities of the parties involves, to protect patent rights, set standards on information handling, to protect information on mergers, and to lay the groundwork for legal action.
These assents can be unilateral or bilateral, standard, employee NDA, inventor agreement, or an interview NDA.
These are the contracts that seek to restrict current and former employees from soliciting customers or employees of the company to stop trading with or working for the company to join or be in business with the company’s main competitors. A non-solicitation agreement will have a post-employment termination period running for up to 2 years, and it must be in writing.
As mentioned above, these are the most restrictive types of NDAs. Wondering why? Well, a non-compete seeks to preclude current or former employees from setting up business to compete with the company or working for a competitor for a specific duration. The non-competes are protected by the state laws under section § 542.335 of the statutes. The non-compete must be in writing for enforcement and for it to hold up in the courts.
Considering the weight it carries, your company must establish the fact that it has a business interest that requires legitimate protection.
Legitimate and protectable business interests include
Trade secrets (S. 688.002(4)), valuable and confidential business/ professional information that does not fall in the trade secrets category
Any substantial relationships with existing or prospective customers, clients, or patients
The protectable interests also include a customer, client or patient associated with an ongoing business practice/ business by way of trade/ trade dress, trademark, or service mark. This also covers professional practices or businesses in specific geographical locations, specific trade or marketing areas, and specialized/ extraordinary training.
What this means is that if the interest you wish to protect does not fall under the statutory protectable business interests, then the courts will not uphold the restriction.
Creating a non-compete to prevent generic competition is not a protectable interest. And if a company seeks to restrict competition, then the restriction must be reasonable in geography and time/ duration. Whether the protected interest is reasonable or not will depend on the nature of the interest. For example, post-termination non-compete restrictions in employment are only reasonable if the restriction spans between 6 months and 2 years and any restriction exceeding 2 years is unreasonable.
Note that the non-compete is often drafted alongside the non-solicitation and the confidentiality agreements through these agreements protect different interests.
You should prepare these restrictive contracts if there is a highly competitive risk.
Keep in mind that the non-compete is only enforceable against employees who are of great value to your business.
Difference between non-competes and non-disclosures
With an NDA, an employee cannot reveal any trade secrets to any third parties, but he or she CAN work for the competitor or a close employer. However, with a non-compete, an employee has to keep their mouth shut, and he or she CANNOT work for the competitor or the related business.
What makes NDAs and confidentiality agreements valid?
If you already have your NDA form you must know that it will only be deemed valid if it meets the following conditions:
It defines confidentiality
Must be in writing
Should be reasonable in duration, geographically, not procured by fraud and without any consideration.
It must be signed by the company and the person against whom the NDA enforcement is sought
It should incorporate protectable business interests or trade secrets
Obligations of the parties involved
Exclusions or the limits of the information
Must have an injunctive clause
Why the parties know the information
Names and signatures of all the parties involved and the date that the document is signed.
Are you looking for an NDA in Miami, Orlando, Jacksonville, Tampa, Destin, Naples, or any other city in Florida? Get started with our free non-disclosure forms available online.