Florida Non-Disclosure Agreement (NDA)
The Florida Non-Disclosure Agreement Template (NDA) is a carefully constructed legal tool used to restrict a party from leaking information learned to the general public, or a certain entity that could use the information to severely undermine the disclosing company’s competitive advantage. It’s designed around Florida’s Uniform Trade Secrets Act, which contains controls how NDAs are used and written. Trade secrets can have both monetary and intrinsic value, and can come in many forms, a few of which include business plans, products, and designs. The document offered below is a Unilateral agreement, meaning it should be used when only one (1) party will be legally restricted from divulging secret information of another party.
Trade Secret Law
Before completing and signing the Florida NDA, it is recommended that you familiarize yourself with the following, which is a section-by-section breakdown of Florida’s Uniform Trade Secrets Act:
- § 688.001: What sections 688.001 through 688.009 can be cited as.
- § 688.002: Definitions of commonly used terms for Chapter 688.
- § 688.003: Situations where Injunctive Relief can/will be ordered by the court.
- § 688.004: How damages can be recovered.
- § 688.005: When the court will cover the winning party’s attorney fees.
- § 688.006: What the court will do to preserve the secrecy of the trade secret(s).
- § 688.007: The statute of limitations (timeframe).
- § 688.008: How Chapter 688 affects other laws.
- § 688.009: Generally stating that Florida’s UTSA law is meant to be inline to the general UTSA.
How to Write
Step 1 – Download
Step 2 – Documenting the Parties
On the first (1st) page of the template, enter the following information in the order shown:
- Date of Agreement Execution
- Full Name of Disclosing Party (the party providing the confidential information)
- Address of Disclosing Party
- Full Name of Receiving Party (the party obtaining the confidential information)
- Address of Receiving Party
Step 3 – Making the Agreement Official
Time and time again, businesses or individuals hastily complete the process of document-signing and other legal matters so that they can quickly enter into a deal or other offering. However tempting it may be, do not do this. Take the time to read through every section of the contract, making note of any suspicious or confusing sections or terms. Then, consult an attorney or other trusted individual to acquire the answers for said questions. Only when both parties are 100% certain they agree to the contained facets of information found in the contract should signatures be recorded.
Assuming the above information was followed diligently, the parties will need to write (or type), the following in order to make the Florida-specific NDA official:
- Written (or Electronic Signatures)
- Full Printed Names
- Titles (if none – leave blank or write “N/A”)
- Signing Dates
Note about Electronic Signatures: The use of an electronic signature in Florida was approved for legal use by the “Electronic Signature Act of 1996.” To be specific, § 668.004 states that “…an electronic signature may be used to sign a writing and shall have the same force and effect as a written signature.”