Fillable Form Florida Non-Disclosure Agreement

What is the Florida Non-Disclosure Agreement?

The Florida Non-Disclosure Agreement is a legal agreement that contains the details of an agreement between a company and the recipient of the form that ensures that the information given by the former to the latter will remain confidential and undisclosed to other parties outside of the agreement unless authorized.

An FL Non-Disclosure Agreement is generally used in order to keep important information about a company’s activities and products confidential, which may be necessary for a variety of reasons. The reasons may range from needing to maintain an advantage over business competitors to avoiding theft of the company’s intellectual property. Non-Disclosure Agreements will generally be required to be signed before a person may access confidential information.

How to fill out the Florida Non-Disclosure Agreement?

The Florida Non-Disclosure Agreement Template is a very simple, if long, form to fill out. Make sure to download the form in PDF before submitting it to the relevant persons or entities, to ensure that all the information entered and included in the form is correct and updated.

As most of the Florida Non-Disclosure Agreement Form consists of sections detailing the terms of the agreement, it is important to carefully read all the terms to make sure that they are logical and fair.

Date

Enter the date when this Non-Disclosure Agreement was completed and entered into.

Company

Enter the name of the company.

Street Address

Enter the street address of the company.

State

Enter the state that the company primarily operates from.

ZIP Code

Enter the company’s ZIP code

Recipient

Enter the recipient’s full legal name.

Street Address

Enter the recipient’s primary address.

State

Enter the state that the recipient resides in.

ZIP Code

Enter the recipient’s ZIP code.

Witnesseth

This section states and confirms that the following statements are true:

• All parties involved in the creation of this agreement desire to have discussions related to, and may enter into, one or more business transactions.
• Such discussions and any business transactions connected to them will require the disclosure of confidential information by the company to the recipient.
• Both parties recognize the value of the information deemed confidential and understand that it is in both of their best interests to maintain its confidentiality.

Terms and Definitions

In this section (beginning with “Now, therefore,”), the terms of the agreement and the definition of relevant concepts and phrases will be explained. Make sure to read each item carefully.

Confidential Information

This section provides a definition of what things constitute “confidential information” for the purposes of this agreement.

Form of Disclosure

This section states that confidential information will be considered as such regardless of how it is disclosed to the recipient.

Period of Confidentiality and Non-Use

This section states that the recipient will maintain in strict confidence the information shared with them for a period of 5 years. The recipient will limit all sharing of confidential information to their subordinates or any other persons to a need-to-know basis.

Exclusions

Information will not be considered confidential and will not impose any obligation of confidentiality or restriction against use upon the recipient should any of the following statements be true:

• The information was known, in the possession of, and documented by the recipient through no wrongful act of theirs prior to the company’s disclosure of said information to them
• The information becomes publicly known through no wrongful act of the recipient and/or through no breach of any obligation to the company
• The information is received from a third party that was not subject to any restrictions on the use and disclosure of such information in favor of the company
• The information is approved for release by written authorization from the company.

Disclosures Required by Law

This section states that in the event that the recipient is required by law to disclose confidential information supplied to them by the company, they shall provide prompt notice of such a requirement to the company so that the company may seek an appropriate protective order and/or waive the recipient’s obligation to comply with the provisions of this agreement.

Indemnification

This section states that the recipient will reimburse and hold harmless the company and its affiliates from any damage, loss, penalty, cost, or expense incurred by the company as a result of or in connection to the use or disclosure of confidential information contrary to the terms of this agreement by the recipient.

No Public Comment

This section states that the recipient shall not directly or indirectly make any public comments or statements that reference or otherwise disclose or permit the disclosure of any confidential information to a third party.

Notice of Unauthorized Use or Disclosure

This section states that the recipient must notify the company immediately should they discover any unauthorized use or disclosure of confidential information or any other breach of this agreement by the recipient or any third party, and will cooperate with the company to regain possession of said information and prevent any further unauthorized use or disclosure.

Ownership and Return of Confidential Information

This section states that all confidential information disclosed to the recipient will remain the property of the company. Should the company provide a written request, the recipient shall return all confidential information or certify its destruction in writing, and keep the same confidential and secret in accordance with this agreement.

No License

This section states that no part of this agreement should be construed as giving the recipient any rights or license otherwise to the confidential information disclosed to them as a result of this agreement.

Survival

This section states that the recipient’s obligations of non-disclosure will survive until all confidential information is returned to the company or the destruction of such information has been certified to the company in writing.

Relationship

This section states that this agreement does not constitute a joint venture between the company and the recipient, nor should it be construed as any other kind of arrangement that grants the recipient any ownership interest over the confidential information disclosed to them unless otherwise stated.

No Waiver

This section states that neither party waives their rights in invention or development that they lawfully possessed by the time of signing this agreement. Failure to enforce any provision of this agreement will also not constitute a waiver of any term thereof.

Binding Agreement

This section declares that the agreement will be binding for the recipient, and any corporations controlling or controlled by the recipient will inure to the benefit of the company and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling or controlled by the company.

Injunctive Relief

This section states that the recipient understands and agrees that any use or dissemination of confidential information in violation of this agreement will cause the company harm, and as such the company is entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Prevailing Party

This section states that if any party employs attorneys in order to enforce any rights related to this agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and expenses.

Governing Law

This section declares that this agreement is governed by the laws of the state of Florida.

Assignment

This section states that this agreement cannot be assigned by the recipient without the prior written consent of the company.

Entire Agreement

This section states that this agreement contains the entire understanding between the parties relative to the protection of confidential information and will supersede all prior and collateral communications between the parties in respect thereto.

Severability

This section states that should any court of competent jurisdiction makes a final determination that any provision of this agreement is invalid, illegal, or unenforceable for any reason whatsoever, and all rights to appeal such a determination have been exhausted or the period of time during which an appeal could be made has passed, the other provisions and terms of this agreement will be unaffected, and the provisions of this agreement will be construed as much as possible so as to give effect to the intent of the provisions determined to be invalid.

Headings

This section states that this agreement may be executed in one or more counterparts including signing a facsimile copy. Each copy will be considered an original.

In Witness Whereof

Recipient

Recipient’s Signature

Have the recipient sign the form in the space provided.

Print Name

Enter the recipient’s full legal name.

Date

Enter the date when the recipient signed the form.

Company

Representative’s Signature

Have the company’s representative sign the form in the space provided.

Print Name

Enter the company representative’s full legal name.

Date

Enter the date when the representative signed the form.

Frequently Asked Questions About the Florida Non-Disclosure Agreement

Who needs to use the Florida Non-Disclosure Agreement?

The Non-Disclosure Agreement in Florida will generally need to be used by any company or any entity operating in the state of Florida that wishes to ensure that the information they disclose to a particular person or other entity remains confidential.

What are some tips when filling out the Florida Non-Disclosure Agreement?

The Florida Non-Disclosure Agreement PDF is a very simple form to fill out. However, as it is a legal agreement, it is important to make sure that all parties involved agree to all the terms and conditions outlined in the agreement. This will help to ensure that no legal issues will arise from breaches in the terms of the agreement.

Legal advice. It may be beneficial to seek legal advice to ensure that the terms are valid and reasonable.

Practice good contract management. Create a copy of the signed agreement and keep it in a safe and organized area. This will be useful in the event that something happens to the original, or for any future legal purposes.

Are NDAs enforceable in Florida?

Yes, non-disclosure agreements are enforceable in Florida. However, there are certain circumstances where an NDA may not be enforced:

• If the information is publicly known at the time of signing — An NDA cannot protect information that is publicly known at the time of signing. Only information that is not publicly known can be protected.
• If the information is obtained from a third party — An NDA cannot protect information that is obtained from a third party, unless it was received under an obligation of confidentiality. This means that if you sign an NDA and then receive information from a third party that is not bound by the NDA, you cannot be held liable for disclosing that information.
• If the information is independently developed — An NDA cannot protect information that is independently developed, even if it is similar to the protected information. This means that if you sign an NDA and then develop similar information on your own, you cannot be held liable for disclosing that information.
• If the NDA is not signed — An NDA must be signed by all parties in order to be enforceable. An NDA requires consideration, which means that each party must receive something of value in exchange for signing the agreement. If an NDA is not signed, it is not enforceable.
• If the NDA is overly broad — An NDA may not be enforced if it is overly broad in scope or duration. All the information that is protected by the NDA must be clearly stated in the agreement, and the duration of the protection must be reasonable. If an NDA is too broad or lasts for an unreasonable amount of time, it may not be enforced.
• If the NDA is breached — An NDA may not be enforced if one of the parties breaches the agreement. This means that if you sign an NDA and then disclose the protected information, the other party may not be able to enforce the agreement against you.

If you have questions about whether an NDA is enforceable in your specific situation, you should consult with an experienced attorney.

What are the key elements of a nondisclosure agreement?

There are several key elements that should be included in a nondisclosure agreement, including:

• A clear and concise statement of the purpose of the agreement — This should state the reason why the agreement is being entered into and what information will be protected.
• An identification of the parties to the agreement — This should include the full names and contact information of both parties.
• A description of the confidential information — This should identify the specific information that is being protected and how it is to be used.
• A statement of confidentiality — This should state that the parties agree to keep the confidential information private and not to disclose it to anyone else.
• An expiration date — This should specify when the agreement expires and how long the confidentiality period lasts.
• A signature line — This allows both parties to sign the agreement and date it, indicating their understanding and acceptance of its terms.

There are also a few other elements that could be included in a nondisclosure agreement, such as:

• A provision for the return or destruction of confidential information — This ensures that the parties do not keep copies of the protected information after the agreement expires.
• A mechanism for resolving disputes — This can help to avoid any legal disputes that may arise from the agreement.
• A choice of law clause — This indicates which state's laws will govern the agreement in the event of a dispute.

These are just a few of the key elements that should be included in a nondisclosure agreement. It's important to make sure that all of the relevant information is covered in order to protect both parties and their interests. Moreover, it's also important to have a clear understanding of the agreement before signing it.

Consulting with an attorney can help to ensure that all of the necessary elements are included and that both parties understand the terms of the agreement.

Can I make my own non-disclosure agreement?

There is no one-size-fits-all answer to this question, as the terms of a non-disclosure agreement will vary depending on the specific needs of the parties involved. However, it is generally advisable to seek legal advice before drafting or entering into any such agreement, in order to ensure that it meets all relevant legal requirements.

If you wish to draft your own non-disclosure agreement, there are a number of template agreements available online which can be used as a starting point. However, it is important to remember that every NDA is different, and so you will need to tailor the agreement to fit your specific needs and circumstances. Again, it is advisable to seek legal advice before doing this, to ensure that the agreement is legally binding and enforceable.

What are the three types of nondisclosure?

The three types of nondisclosure are:

• Unilateral — when only one party to the contract is bound by the nondisclosure agreement.
• Bilateral — when two or more parties to the contract are bound by the nondisclosure agreement.
• Multi-lateral — when three or more parties to the contract are bound by the nondisclosure agreement.

These three types of nondisclosure agreements are the most common, but there are other variations as well. For example, there are also "partial" nondisclosure agreements, which only prohibit the disclosure of certain information, and "one-way" nondisclosure agreements, in which only one party is bound by the agreement not to disclose information. There are also "mutual" nondisclosure agreements, in which both parties are bound by the agreement not to disclose information.

These three types serve different purposes depending on the situation. For example, if two companies are considering doing business together, they may sign a bilateral nondisclosure agreement in order to exchange information about their respective businesses without fear of that information being disclosed to competitors. On the other hand, if a company is considering hiring an individual contractor, they may sign a unilateral nondisclosure agreement in order to protect their own confidential information.

It's important to note that while nondisclosure agreements can be helpful in protecting confidential information, they are not foolproof. In order for an NDA to be enforceable, there must be an actual disclosure of confidential information. Additionally, NDAs can be difficult to enforce because it can be challenging to prove that the information disclosed was actually confidential. Finally, NDAs only protect against the unauthorized disclosure of information—they cannot prevent someone from independently developing the same information or idea.

How long can an NDA last in Florida?

There is no definitive answer to this question, as the length of time for which an NDA may be enforceable in Florida will depend on a number of factors, including the specific terms of the agreement and the nature of the information disclosed. However, it is generally advisable to consult with an experienced attorney to ensure that your NDA adequately protects your interests and is enforceable under Florida law.

On average, NDAs in Florida are typically enforceable for a period of two to three years. However, the specific duration will depend on the circumstances of each case.

For instance, if the information disclosed is particularly sensitive or valuable, the NDA may be enforced for a longer period of time. Conversely, if the information is not considered to be confidential or is not of significant value, the NDA may only be enforceable for a shorter period of time. Ultimately, it is important to consult with an attorney to determine how long your NDA will be enforceable in Florida.

Do non-disclosure agreements hold up in court?

Non-disclosure agreements, also known as NDAs, are typically used in business settings to protect sensitive information from being shared.

While NDAs can be legally binding, it's important to note that they may not always hold up in court. This is because courts generally view NDAs as contracts between two parties, and they may only enforce them if both parties agree to be bound by the terms of the agreement. Additionally, courts may only enforce an NDA if the information covered by the agreement is considered to be confidential. If the information is not considered to be confidential, then the NDA may not be enforceable. Finally, it's important to note that even if an NDA is enforceable, there may be exceptions to the agreement that allow for the disclosure of information such as the following:

• If the information is required to be disclosed by law, such as in a court proceeding.
• If the information is already publicly known.
• If the information is necessary to prevent serious harm, such as fraud or bodily injury.

If you're considering using an NDA, it's important to consult with an experienced attorney to ensure that the agreement will be enforceable and that you understand any exceptions that may apply.

What happens if you break an NDA?

The repercussions of breaking an NDA can be severe. Depending on the severity of the infraction, you may be subject to civil or criminal penalties. These can include damages, fines, and even jail time. In some cases, the court may order you to pay the other party's legal fees. If you are found to have willfully breached your NDA, you may also be barred from participating in future litigation involving the same parties.

Breaking an NDA can also damage your reputation and make it difficult to find future work. Many companies will not hire someone who has a history of breaching NDAs. In some industries, such as the tech industry, breaking an NDA can be considered a black mark on your career.

Thus, it is important to take NDAs seriously and to consult with an attorney if you are unsure about whether or not you can sign one.

When should an NDA be used?

The decision of whether or not to use an NDA will ultimately depend on the specific circumstances and details of each individual case. However, some general guidance on when an NDA may be appropriate includes situations where:

• The parties are considering entering into a business relationship, and need to share confidential information in order to evaluate the potential partnership;
• One party has developed a new product or service, and wants to protect their intellectual property before sharing it with potential customers or investors;
• Two companies are merging or otherwise working together on a joint project, and need to protect sensitive information from being leaked prematurely;
• Employees or contractors may be privy to confidential information about their employer's business, and an NDA can help protect against unauthorized disclosure of this information.

In general, an NDA should be used whenever there is reason to believe that disclosing certain information could create a risk of harm or disadvantage to the party who wants to keep the information confidential. By having all parties sign an NDA before any sensitive information is exchanged, it can help create a legally binding agreement to maintain confidentiality and prevent any potential misuse of the information.

How long is an NDA good for?

There is no standard answer to this question as the duration of an NDA will depend on the specific circumstances and terms of the agreement. However, it is generally advisable to have an NDA in place for as long as possible in order to ensure maximum protection for your confidential information.

Can you write an NDA without a lawyer?

It ultimately depends on the specific details and circumstances of each individual case. However, in general, it is generally advisable to consult with a lawyer before signing any type of legal document, such as an NDA. This is because an experienced lawyer can help ensure that the document is properly executed and enforceable, and can provide guidance on how to best protect your interests under the agreement.

How do I get around a non-disclosure agreement?

If you have signed a non-disclosure agreement (NDA), you are legally bound by its terms. You may be able to negotiate with the other party to have the NDA amended or voided, but if not, you will need to respect the agreement. Be sure to consult with an attorney before taking any actions that could violate your NDA.

There are a few ways to get around a non-disclosure agreement:

• Talk to the other party and see if they are willing to waive the NDA — You can directly approach the other party and explain your situation. If they are willing to waive the NDA, then you will be free to discuss the information in question.
• Get a written agreement from the other party — You can also try to get a written agreement from the other party that allows you to disclose the information covered by the NDA. This agreement should be in writing and signed by both parties.
• Find an exception in the NDA — There may be an exception in the NDA that allows you to disclose the information without violating the agreement. For example, some NDAs have a “public interest” clause that allows for disclosure if it is in the public interest to do so.
• Consult with an attorney — If you are still unsure about whether you can disclose the information covered by the NDA, you should consult with an attorney. They will be able to advise you on your specific situation and help you determine the best course of action.
• Go to court — If you believe that the NDA is preventing you from disclosing information that should be made public, you can try to get a court to declare the NDA void. This is a complicated process and you should consult with an attorney before taking any legal action.

These are just some of the ways that you can get around a non-disclosure agreement. Be sure to consult with an attorney before taking any actions that could violate your NDA.

Can an NDA conceal a crime?

An NDA cannot conceal a crime. If you have committed a crime, you will still be liable for criminal charges, regardless of whether or not you have signed an NDA.

What is the punishment for violating an NDA?

There are a few potential punishments for violating an NDA, depending on the severity of the violation and the terms of the agreement. Some possible punishments include:

• Being sued for damages by the party who owns the confidential information
• Being ordered to pay a penalty or fine
• Being barred from working in a certain industry
• Serving jail time

Punishments for violating an NDA will vary depending on the specifics of the case, so it's important to consult with an attorney if you are facing any penalties.

Does an NDA have to be signed by both parties?

An NDA does not have to be signed by both parties, but it is strongly recommended. If only one party signs the NDA, it may be difficult to enforce the agreement if there is a dispute.

Is an NDA the same as a confidentiality agreement?

No, an NDA is not the same as a confidentiality agreement.

A confidentiality agreement is a legally binding contract between two parties that outlines confidential material, knowledge, or information that the parties wish to share with each other for certain purposes but wish to keep confidential and restrict third-party access.

An NDA, on the other hand, is a contract between two parties that outlines confidential material, knowledge, or information related to business transactions or relationships. Unlike a confidentiality agreement, an NDA does not necessarily mean that the information being protected is secret or proprietary. Instead, an NDA simply protects both parties from disclosing sensitive information to third parties.

Related Articles:

• Non Disclosure Agreements In Florida | What You Need to Know
• What Is a Non-Disclosure Agreement Florida?
• Understanding Florida Non-Disclosure Agreements