Discretion is critically important to the entrepreneur, small business, or even large corporate giants like Apple and Google. In fact, the difference between success and failure often hinges on confidentiality. When you need to keep the information, new products, etc. from leaking to the public or your competitors – a non-disclosure agreement is a must.

In Florida, this type of agreement, or “NDA,” is legally defined as “a contract between two parties that promises the protection of information from any third party in the state of Florida.” As such, it is generally used to:

• Prevent someone from revealing specific information such as trade secrets, exclusive knowledge, client lists, product information, and strategic plans.

• Prevent someone from using confidential information gleaned from interactions in a business context to make an undue profit.

• Stipulate that certain items discussed in the course of the business belong to, were created by, or were developed by one of the parties.

• Grant permission for one party to use information belonging to the other party, but only for certain purposes and under certain conditions.

• Guard against the potential for an angry employee or former employee to engage in sabotage by divulging confidential information or valuable trade secrets to competitors.

NDA’s are frequently made between employers and employees; in certain job interviews; and when hiring non-permanent employees, such as freelancers or consultants. Companies in Miami, Fort Lauderdale, and throughout Florida that rely on vendors also use these types of agreements to protect their confidential information.

As an entrepreneur – especially in the tech sector – it is also important to safeguard information by using NDAs in any situation where stock is purchased or when access to company information is given.

Depending on how they are written, these contracts can be used to safeguard information about your:

• Customers
• Business practices and accounting
• Any material legally classified as Intellectual Property
• Any material legally classified as Trade Secrets, such as recipes, manufacturing information, or formulas.
• Information/computer technology
• Marketing strategies and techniques, products and services.

Most NDAs will include legal provisions regarding the duration of the agreement, specifications pertaining to which information is confidential and which isn’t, and information about all of the parties privy to the agreement. They will also include stipulations about ownership of the information in question and mechanisms for enforcement, should someone breach the agreement.

If you’re a budding or established entrepreneur, small business owner, or just have a great business idea, consider having the business lawyers here at Eskander Loshak LLP draft an NDA for you. The process is quick, affordable, and may save you tons of money and countless hours of heartache in the future.

You may also want to contact us if you are considering selling your business, presenting your product to others, and/or are seeking investors in your business. In any case, you should also be aware that any NDA created in Florida subject to applicable state laws and you take a risk by using a boilerplate template you find online.

Contact your trusted legal partner to learn more about how they can help you create an NDA that safeguards your company’s most precious information.

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