Miami Non-disclosure Agreement Lawyer
Miami Non-disclosure Agreement Attorney
If your company is concerned about damaging, confidential, trade secrets, or proprietary information leaking to a competitor, to the press, or being used for some purpose other than what you intended, then you need to use non-disclosure agreements (NDAs).
An NDA is a legal document used to keep your business’s most sensitive information within the company. When your employees sign an NDA, they are legally bound to maintain the confidentiality of your business secrets. To be enforceable in Florida, an NDA must meet the legal requirements required by Florida employment law.
To make sure your NDAs are legally enforceable in Florida, you need a Miami Non-Disclosure Agreement lawyer to draft the document and make sure it covers all the necessary details. An NDA must identify what information the employees will receive access to, that information is generally known, and the limited reasons and circumstances under which employees can disclose or use the information. An experienced attorney will also ensure that the NDA document aligns with laws applicable to employers and employees in Florida.
Attorneys at FairLaw Firm are available to assist you in creating a watertight NDA to protect your business and its secrets.
What is a Non-Disclosure Agreement Under Florida Law?
A Non-Disclosure Agreement is a legal contract that establishes a confidential relationship between two or more parties, the violation of which is prohibited under the Florida Uniform Trade Secrets Act (FUTSA).
The FUTSA provides that the disclosure of trade secrets without the consent of the concerned business is a misappropriation and requires that the employer – as the affected party – receive compensatory damages and attorney fees as well as providing for a mechanism to prevent (enjoin) further violations.
According to Fla. Stat §688.002(4), a trade secret can be a pattern, formula, program, device, or process with independent economic value due to its confidentiality.
Employers can include NDAs as part of their employment agreements or as separate documents.
Are Non-Disclosure Agreements Enforceable in Florida?
The Florida Antitrust Act, Fla. Stat. §542.335, permits the enforceability of restrictive covenants, including NDAs, as long as they are in writing and are signed by the party that violated it.
However, the employer must establish the following facts in order to justify the NDA:
- The existence of legitimate business interests
- The NDA is reasonably necessary to protect the legitimate business interests
- The NDA’s term is reasonable in time and scope
Florida courts may enforce an NDA that meets these requirements as long as it does not violate state and federal law or unlawfully restrain the employee’s rights. Moreover, a claim for the enforcement of an NDA must be brought within three years from the discovery date of the misappropriation, in accordance with Fla. Stat. §688.007.
Elements of Non-Disclosure Agreements
The contents of a Non-Disclosure Agreement will depend on the company and the law firm preparing the document. However, most NDAs in Miami contain the following elements:
Parties
There are usually two parties to an NDA, the disclosing party and the receiving party. The disclosing party shares confidential information about the business, and it is usually the employer. The receiving party can be an employee, contractor, distributor, or another person or entity, and they are provided with the sensitive information.
Definition of the Confidential Information
The NDA should clearly define what constitutes confidential information. Confidential information could include:
- Trade secrets
- Proprietary data
- Financial information
- Customer lists
- Business strategies
Obligations of the Receiving Party
An NDA must outline the responsibilities of the receiving party, such as:
- The authorized use of confidential business information
- Restrictions on teproduction of the information
- Unauthorized sharing of the information
- The permitted uses for the information
Exceptions
An NDA may include exceptions, which may include the following:
- Publicly known information
- Independently developed information
- Disclosures required by law
Duration and Geographic Scope
NDAs cannot normally last eternally or cover the entire gobe. In general, NDAs must be limited by their duration of efficacy and other restrictions, depending on the parties involved and the nature of the relationship between them.
The agreement should specify the duration and geographic scope of the confidentiality obligations. It should also include the what should happen upon termination of employment.
Employer representation lawyers can help you determine the appropriate time and geographic limits for your NDA. The Florida Antitrust Act is clear about what is considered a reasonable NDA term.
Remedies and Damages
Finally, the NDA should address remedies for the breach of the confidentiality contract. Possible damages for misappropriation are included in Fla. Stat. §688.004. They may be measured by the losses sustained by the employer and the gains made by the misappropriator as a result of the contract breach. Moreover, Fla. Stat. §688.005 provides for an employer to able to recover its attorney fees if they file and win the misappropriation claim.
What are Other Options for Confidentiality Contracts
There are other employment documents that employers can use to protect their business interests besides NDAs, such as:
- Non-compete agreements
- Severance Agreements
These agreements prohibit former employees from pursuing activities that could harm the legitimate business interests of their former employer.
For instance, non-compete agreements can prevent your former employees from working for a rival. They may also prevent them from launching a similar business in your market.
A non-compete agreement attorney can help you draft the document correctly to protect your business.
FairLaw Firm Can Help You
FairLaw Firm is a Miami-based boutique law firm helping employers across Florida protect and safeguard their business interests from employees and former employees.
Our respected non-disclosure attorneys can assess the enforceability of your existing NDAs under Florida law. If you are planning to start using NDAs as part of your employment agreements with current or prospective employees, we are available to help you draft a strong one.
If you have discovered a violation of your NDA by a current or former employee, it is crucial to consult our attorneys as soon as possible. The failure to timely act can be considered a waiver of enforcement, while the statute of limitations will be running. We can help you file a claim against the violating party and recoup any losses you have suffered.
Do not hesitate to contact our office today for a free initial consultation. We would be happy to help you with your non-disclosure agreement and any other employment-related issues.
Schedule your free consultation now.
