Florida NDA Template
Last Updated:
A Florida NDA, or “nondisclosure agreement,” is essentially a legal handshake between two or more players, detailing what information must remain under the hat. This contract is a smart move for entrepreneurs and businesses to create a safety net for those "just in case" moments when employees or potential associates might be tempted to spill the beans about confidential aspects of your business. It serves as a protective shield for your venture's trade secrets and other key info - be it your business roadmap or your valuable client roster - from landing in the public domain or worse, a competitor's lap.
Trade Secret Definition in Florida
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process that:
(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Florida Uniform Trade Secrets Act § 688.002(4))
Thank you for downloading!
How would you rate your free form?
Read on to learn more about Florida NDAs, including:
What's included in a Florida NDA?
Here are some key components that are typically included in a Florida Nondisclosure Agreement:
-
Disclosing and Receiving Party
-
Definition of Confidential Information
-
NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
In the Legal world of Florida, the 'disclosing' party refers to that actor who is sharing their confidential close-kept secrets. Oppositely, the 'receiving' party is that who is coming into possession of these secrets. This arrangement is relevant for a unilateral NDA, where only one party is passing over the information. In a mutual NDA, it's a two-way street where both participants play the discloser and the receiver. When it comes to determining your identity, as an individual without a company, don't panic. Just use your name, while if you're promoting a company name, that's your identifier in the agreement.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
Crafting your NDA involves assigning a perimeter around your 'confidential' information. Imagine this scenario: your boss scribbles everything shared for the next two years into the 'confidential' bucket. You decide to resign a year down the line, right after your boss ruminates about tomorrow's rain. That evening, you reveal to a mutual friend that umbrellas might be needed tomorrow. You get hit with the allegation of disclosing confidential info. Ridiculous, right?
Courts won't let claims based on such nebulous confidentiality clauses stand. Yet, be wary of the opposite risk too – setting your definition too thin might accidentally allow the receiving party to disclose your information to anyone.
While most businesses fit comfortably with the standard definition in the template, lush your agreement with assurance by reading our detailed post about how to define confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
Your NDA is not just a fancy document, it must serve a definite 'purpose.' This could be anywhere along the lines of ‘manufacturing a prototype product for the disclosing party,’ or ‘evaluating potential business relationships between the parties’. This purpose is significant as it sets the context for how your confidential information can be used by the recipient.
Suppose you're hiring a developer to craft your website. You handover your business plans to fine-tune their work. The purpose of your NDA should then revolve around the 'development of...', specifying what part of the website the contractor is working on. Absence of this, the developer might repurpose your confidential information to erect a similar business and profit from it.
In many cases, the template's language, which refers to 'evaluating the parties’ abilities for pursuing business opportunities,’ is sufficient.
Here's a plain definition of what the purpose might be.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
The method of using your confidential information hinges directly on why your NDA is in play. This clause restricts the receiver to using your confidential information only for the agreed purpose. This might seem obvious, but it's essential to check and balance situations where someone could misuse your information to manipulate your company. This clause warrants that sensitive talks stay safeguarded, shielding both parties from potential external interferences or harm.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
While you're granting your secrets to the 'Recipient', what happens when the recipient isn't an individual but instead a whole company? Or if one needs to verify some details with their lawyer? The 'Limited Access' clause of your NDA tackles these questions.
In general, the template language suffices for most circumstances. But it's crucial to ascertain who needs access to the information and prohibit its use to only these individuals. It's the recipient's responsibility to ensure that anyone else privy to the information also signs an NDA affirming the same terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
The 'exclusions' part of the NDA elucidates what doesn't fall under the agreement. Including this increases the chances of your NDA being held up in court when the situation turns heated. The only spot to consider is 4(a)(1) - exclude this only if you've already parted confidential information to the recipient. In most scenarios, the original exclusion clause from the template works perfectly.
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This clause details the 'term' or duration for which your NDA stands its guard. Your NDA could encase a mere one-off transaction spanning a few days, or you might prefer it to stand tall indefinitely. The time frame covers the expected span of your relationship. Note that the NDA typically outlives the particular interaction or relationship, often lasting as long as the trade secret remains hush-hush.
Including a clause that explicitly demands the protection of the trade secret even after the business tie or contract has ended might be worthwhile. If you can't land on a number, remember that the usual span varies from one to five years. The rub is this – the trade secret must remain undercover as long as you need it to.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
If you've spilled your confidential beans before the NDA was executed, don't worry! A couple of tweaks in the template can rectify this situation. Stick around for our advice on how to navigate this.
How do I protect my trade secret?
The very purpose of NDAs is to seal your confidential information safe. However, your confidential information alone carries no worth – it's part of the broader 'trade secret' formula. The value underpins the information qualifying as a trade secret. If you're in a quandary whether your information fits as a trade secret, or how to adequately safeguard your trade secret, scan through our guide pertaining to that topic.