Below is an article I have written confidentiality and
non-disclosure agreements in Florida. While it sets
forth general information, no confidentiality and non-disclosure agreements (and their surrounding
circumstances) are the same. Please feel free to call me to
discuss your particular agreement.
Confidentiality and Non-Disclosure Agreements – What You Should Know
Confidentiality and non-disclosure agreements can
arise in a variety of circumstances. Some of the most
common are: (1) employment relationships; (2) intellectual
property licensing; and (3) due diligence during mergers and
acquisitions.
An good confidentiality and non-disclosure agreement
should address the following issues:
-
A precise definition of what qualifies as
"confidential information"
-
A precise definition of what is expressly excluded
from "confidential information" (e.g., information already in the
public domain)
-
The term of the non-disclosure obligation
-
Provisions regarding remedies for breach, including
injunctive relief and possibly liquidated damages
-
Requirements that employees and agents of the party
agreeing to non-disclosure also sign non-disclosure agreements
-
An attorneys' fees provision
In Florida, confidentiality and non-compete
agreements cannot be used as a substitute for non-compete
agreements. Consequently, it is usually a good idea
for a disclosing party to include a non-compete provision in
addition to the confidentiality and non-disclosure provisions.
For more information on Florida's treatment of non-competes,
please read my article on that subject
here.
Sometimes (but not always) confidential information
can qualify as trade secrets under Florida's Trade Secrets Act.
In that case, the disclosing party may have additional remedies
even if they are not included in the agreement.
Be sure to have an attorney review the agreement
before you sign it. The attorney can discuss the
effect of the agreement on you and your future activities.
For example, he or she can advise you as to whether the terms are
typical or out of the ordinary for your industry.
