Florida consultant nda template

Florida Consultant Non-Disclosure Agreement

This Florida Consultant Non-Disclosure Agreement (the "Agreement") is made and effective as of [Effective Date], by and between [Disclosing Party Legal Name], a [Disclosing Party State of Incorporation] [Disclosing Party Entity Type], with its principal place of business at [Disclosing Party Business Address] ("Discloser"), and [Recipient Party Legal Name], residing at [Recipient Party Address] ("Recipient").

1. Purpose

This Agreement is entered into in connection with the consulting services provided by Recipient to Discloser, as further described in that certain Consulting Agreement or Master Services Agreement dated [Date of Consulting Agreement] (the "Consulting Agreement"). The purpose of this Agreement is to protect the Confidential Information (as defined below) of Discloser.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, or in electronic form, that is not generally known to the public and that relates to Discloser’s business, including, but not limited to:

• Trade Secrets: Any information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. This definition is intended to be consistent with the Florida Uniform Trade Secrets Act, F.S. § 688.001 et seq.
• Proprietary Information
• Business Plans
• Financial Data
• Client/Customer Lists
• Supplier Information
• Project Details
• Marketing Strategies
• Intellectual Property (not yet publicly disclosed)
• Technical Designs
• Software Source Code and Documentation
• Pricing Strategies
• Proposals
• Any data shared in written, oral, visual, or electronic form

3. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to information that:

• Is already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.
• Is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as evidenced by Recipient's written records.
• Becomes publicly available through no wrongful act or breach of this Agreement by Recipient.
• Is rightfully received by Recipient from a third party without restriction on disclosure.
• Is required to be disclosed by law, court order, or government authority, provided that Recipient provides Discloser with prompt written notice of such requirement (if legally permissible) to allow Discloser to seek a protective order or other appropriate remedy.

4. Permitted Use

Recipient shall use the Confidential Information solely for the purpose of performing the consulting services as described in the Consulting Agreement. Recipient shall not use the Confidential Information for its own benefit or for the benefit of any third party.

5. Restrictions

• Recipient shall not reverse engineer, disassemble, or otherwise attempt to derive underlying concepts from any Confidential Information provided by Discloser.
• Recipient is explicitly prohibited from using the confidential information to target any of Discloser’s clients or prospective clients for purposes of providing services which are substantially similar to those provided by Discloser.
• Recipient is not permitted to create any directly competing services with Discloser using its Confidential Information, whether now or at any time in the future.

6. Protection of Confidential Information

Recipient shall implement reasonable and industry-standard safeguards to protect the Confidential Information from unauthorized access, disclosure, theft, or misuse, including:

• Maintaining digital and physical security measures to prevent unauthorized access to Confidential Information.
• Using secure communication practices, including encryption, when transmitting Confidential Information.
• Implementing controls over information storage, access, and destruction.

7. Limited Access

Access to Confidential Information shall be limited to those personnel of Recipient who have a "need to know" in order to perform the consulting services under the Consulting Agreement. Recipient shall ensure that all such personnel are bound by confidentiality obligations at least as protective as those contained in this Agreement.

8. No Disclosure to Third Parties

Recipient shall not disclose Confidential Information to any subcontractors, affiliates, or other third parties without the prior written consent of Discloser. Any such disclosure shall be subject to a written confidentiality agreement with terms at least as protective as those contained in this Agreement.

9. Term

The term of confidentiality under this Agreement shall commence on the Effective Date and shall continue for the duration of the Consulting Agreement and for a period of [Number] [Years/Months] thereafter. With respect to Trade Secrets, the obligations under this Agreement shall continue as long as such information qualifies as a trade secret under applicable law.

10. Return or Destruction of Confidential Information

Upon termination of the Consulting Agreement or upon Discloser's request, Recipient shall promptly return to Discloser all Confidential Information and all copies, derivatives, notes, and excerpts thereof, or, at Discloser's option, shall certify in writing its destruction. Discloser may request an affidavit of destruction, duly executed by Recipient and/or its authorized agent(s).

11. Notice of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing of any actual, suspected, or threatened unauthorized disclosure, loss, theft, or breach of Confidential Information and shall cooperate fully with Discloser in investigating and mitigating any such event.

12. Remedies for Breach

In the event of a breach of this Agreement by Recipient, Discloser shall be entitled to all available remedies, including, without limitation:

• Actual and consequential damages.
• Statutory damages as provided by law.
• Payment of attorneys’ fees and costs as permitted under Florida law.
• Equitable relief, including temporary and permanent injunctions, as provided for under F.S. § 542.335 and other applicable law.

13. No License

No license or ownership rights of any kind are granted to Recipient with respect to any intellectual property or other assets disclosed by Discloser.

14. Compliance with Laws

Recipient shall comply with all applicable Florida and federal data protection and privacy laws.

15. No Retention

Recipient shall not retain any Confidential Information in any media, backup, or device after the termination of the Consulting Agreement.

16. Non-Waiver

The failure of Discloser to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

18. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The exclusive venue for any disputes arising out of or relating to this Agreement shall be in [County Name] County, Florida.

19. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If such negotiation is unsuccessful, the parties may attempt to resolve the dispute through mediation before resorting to litigation or arbitration. The availability of a jury trial is expressly waived, to the fullest extent permitted by Florida law.

20. Assignment

This Agreement is personal to Recipient and may not be assigned without the prior written consent of Discloser.

21. Florida-Specific Notices

NOTICE: This agreement contains provisions that may restrict your ability to solicit or compete. Review carefully. Enforcement of restrictive covenants is governed by Florida Statutes Section 542.335.

22. Irreparable Harm

Recipient acknowledges that breach of this Agreement may cause irreparable harm to Discloser for which monetary damages alone would be inadequate, and that Discloser shall be entitled to equitable relief, including injunctions, in the event of such breach.

23. Entire Agreement; Modification

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

24. Relationship of Parties

The parties agree that Recipient is an independent contractor and that this Agreement does not create an employment, partnership, fiduciary, or joint venture relationship between the parties.

25. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

____________________________

[Disclosing Party Legal Name]

By: [Discloser Name]

Title: [Discloser Title]

Date: [Date]

____________________________

[Recipient Party Legal Name]

By: [Recipient Name]

Title: [Recipient Title]

Date: [Date]