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Understanding Florida Non-Disclosure Agreements


As a Florida business owner or executive, to grow your business, you’ll need to protect your investment in your people and their business know-how.

Your intellectual property, the strategies you use to train staff, and things like your customer lists all have real value. It is important to keep them out of the hands of competitors.

In a world where employees change jobs more often than they ever have before, protecting your business with non-disclosure agreements is becoming vital. 

To make it easier to understand a non-disclosure agreement, Florida contract lawyers with experience in representing business owners can help.

At Emmanuel Sheppard & Condon, we are experienced Florida employment lawyers who have been helping Florida employers protect their rights for over 100 years.

What Is a Florida Non-Disclosure Agreement?

A Florida non-disclosure agreement, also called Florida “NDA”, is a contract between two parties that protects information from being shared with a third party. Sometimes these agreements are also called confidentiality agreements. There are two types of NDAs: mutual and unilateral. 

Mutual non-disclosure agreements typically mean that both parties plan to share information with each other. They also restrict both parties from disclosing information to any unauthorized third party. These are usually used between potential business partners.

Unilateral non-disclosure agreements restrict only one party from sharing information with third parties. These are common in employer-employee relationships.

It can be a challenge to identify which type of NDA is best for your business. An experienced employment and business law firm can help you select the correct NDA format. They can also draft Florida non-disclosure agreements. 

What Information Can You Protect with a Florida Non-Disclosure Agreement?

A business owner or employer can protect almost any of their non-public information from disclosure using a Florida NDA. Some examples of information that can be protected include:

  • Customer lists and client information,
  • Trade secrets,
  • Marketing plans,
  • Business and financial forecasts,
  • Research and development data and results, and
  • Many other types of confidential business information and intellectual property.

Terms can be drafted to ensure Florida law will govern the enforceability of confidentiality agreements. Therefore, Florida law will determine what types of information are protectible. Make sure the information you’re trying to protect is non-public.

Identify protected categories of information clearly in your Florida non-disclosure agreement. Taking these steps may help enhance the enforceability of confidentiality agreements if needed at a later date.

Enforcing Florida Non-Disclosure Agreements

Even if you have the best relationship with every vendor and employee, a time may come when someone breaches the non-disclosure agreements you have in place.

It may be a disgruntled employee who leaves and takes your information to a competitor. It might even be a vendor who uses your information to its own advantage. Here are some ways you can protect your rights by enforcing the Florida NDA you put into place.

Money Damages

Under Florida law, you can sue someone to recover money damages if they breach the NDA you have in place. This is the same process as if they had breached any other contract. An experienced Florida employment lawyer can discuss this type of breach of contract litigation with you.

Injunctive or Other Equitable Relief

This type of non-financial relief allows you to get a court order to stop someone from doing something. Typically, where someone is violating an NDA, it allows you to ask the court for a protective order or injunction.

If the order is issued, the person violating the NDA is prevented from continuing to violate the agreement. To be most effective, it is important to seek injunctive relief quickly after learning of any breach.

Other Types of Relevant Agreements

Two other types of relevant terms when considering Florida non-disclosure agreements are non-solicitation clauses and non-compete clauses.

These terms can be stand-alone documents or clauses inserted into an NDA. Ask your Florida employment lawyer about how these could work for your business.

A non-solicitation clause is an agreement that someone will not lure employees, contractors, clients, or business opportunities away from your business. These usually apply to both current and former employees.

A non-compete clause specifies that a former employee or business partner will not compete with your business for a specific period of time after their employment ends. These clauses typically also have a geographic scope.

Need Help Protecting Your Business with a Florida Non-Disclosure Agreement?

Emmanuel Sheppard & Condon is a full-service law firm with a century-long track record of success. We can help you draft NDAs and other agreements to protect your business. Contact us today by phone at 850.433.6581 or online through our secure contact form for a free consultation.