People and businesses regularly obtain sensitive information through various deals and commercial relationships. A nondisclosure agreement (NDA) is a standard contract that can protect intellectual property and business information by preventing others who have access to the information from sharing it.
In this article, you’ll learn more about NDAs and find answers to common questions about how these agreements work, and important issues to consider before signing an NDA.
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NDA Florida Overview: What Is an NDA for?
An NDA is a type of contract where one or more parties agree to keep sensitive business information, trade secrets, or other matters confidential. In exchange for the promise to keep the information confidential, a party may receive compensation, employment, a property interest, or some other benefit. These agreements are common in a variety of Florida business settings, such as:
- Mergers or acquisitions
- Employment agreements
- Independent contractor agreements
- Manufacturing, distribution, or other supply-chain relationships
- Settlement agreements
- Partnerships or other joint ventures
In Florida, NDAs are enforceable so long as the disclosing party has a legitimate business interest that justifies its existence. Florida law will look to the specific geographic and trade area when determining the enforceability of an NDA. The length of an NDA will also have limits depending on the context, which can range anywhere from a few months to several years.
Is a Florida Confidentiality Agreement the Same as an NDA?
You may see the terms confidentiality agreement and nondisclosure agreement used interchangeably. However, the terms carry different implications. An NDA will commonly refer to an agreement that is unilateral – meaning only one of the parties must keep the information confidential. In contrast, a confidentiality agreement may refer to an agreement where both parties are under an obligation to not disclose certain information.
Should You Sign a Nondisclosure?
Signing an NDA is a major commitment that you should not execute unless you fully understand the nature of the terms you are agreeing to uphold. An attorney can provide important legal advice about your rights and obligations under the agreement, so you can make a well-reasoned decision about signing.
What Should Be in a Florida NDA?
Every NDA might look a little different depending on the context of the transaction and the nature of the confidential information. NDAs will also vary in different places based on the applicable state law. However, some common elements of Florida NDAs include:
1. Time and geographic/market limits
NDAs can’t last forever or extend to every market. Generally, NDAs are limited by the length of their effectiveness and other constraints. An attorney can help evaluate appropriate time and geographic limits for your NDA, based on the type of deal and Florida law.
2. A definition of confidential information
An NDA should clearly state the information that must be kept confidential and the other obligations of the party subjecting itself to the NDA. A clear definition of these terms will lessen the risk of a court ruling that the agreement is unenforceable because it is too vague.
3. Damages for Violating the NDA
Another common element will cover what happens if you break an NDA or if the other party doesn’t uphold their end of the deal. Depending on which party breached the agreement, this might involve a termination of the agreement, injunctive relief, or entitlement to monetary compensation.
What Happens if You Violate a Florida Nondisclosure Agreement?
Violating an NDA could involve punishments if the party whose rights were violated exercises remedies under the NDA or other law. Enforcing the terms of an NDA might require legal action through the Florida courts. Potential punishments could include an injunction to prevent the party that violated the NDA from further violating conduct (e.g., disclosing sensitive information or other business endeavors). Additionally, you may have to compensate the damaged party in the form of money that is either defined in the NDA or determined by a court.
Alternatives to a Confidentiality Agreement
If your objective is to ensure a party will not share important information during business transactions, then an NDA is the best option.
However, a Florida non compete agreement is another contract that protects a business’s interests. These agreements restrict others from conduct that could be in competition with your business (e.g., working for a competitor or starting a business in your market). You may see noncompete, non solicitation, and nondisclosure clauses in the same agreement (for example a Florida LLC Operating Agreement) creating thorough protection of a business’s information and other interests.
Sample Florida Nondisclosure Agreement Template
You can download our sample nondisclosure agreement to get a better sense of what a basic NDA looks like. This sample NDA pdf is a standard template meant for educational purposes only, and you should not use it without first having an attorney review it.
Free non disclosure agreement Word | Free non disclosure agreement PDF |
| Download here | Download here |
Need Help with a Florida Confidentiality Agreement?
Cueto Law Group is a Miami-based, boutique law firm whose attorneys handle matters involving commercial transactions and litigation. The firm – founded by international business attorney Santiago Cueto – regularly advises people and businesses on the terms of NDAs to protect their business interests.
If you need legal representation for an NDA or other business matter, please do not hesitate to contact our office. We can schedule a consultation to learn more about your legal needs and how Cueto Law Group may be able to help.
Contact Cueto Law Group today to schedule a consultation for your NDA or other legal needs.
FAQs
Does a Nondisclosure Agreement Need to Be Notarized?
Notarizing an NDA is the best practice. A notarization helps to protect the authenticity and legitimacy of an agreement or other legal document by certifying the parties who sign it. An effective notarization is beneficial if a conflict occurs that creates questions over the enforceability of the agreement.
Are Nondisclosure Agreements Enforceable?
Yes, NDAs are often enforceable. In some cases, a court may find certain provisions unenforceable because they violate Florida state law or other policies. When this happens, a court might void the entire NDA or will modify its terms to comply with Florida law (e.g., shortening the term length).
How Long Does a Nondisclosure Agreement Last?
The length of an NDA will vary depending on the type of transaction involved. For example, an NDA related to the sale of a business will have a different length than an NDA with a former employee, or for a joint venture. Florida law has different length standards in its statute.
