Florida employee nda template

Florida Employee Non-Disclosure Agreement

This Florida Employee Non-Disclosure Agreement ("Agreement") is made and effective as of [Date] by and between [Employer Full Legal Name], a company organized and existing under the laws of Florida, with its principal place of business at [Employer Address] ("Employer"), and [Employee Full Legal Name], residing at [Employee Address] ("Employee").

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information means any and all non-public, proprietary information of the Employer, including but not limited to:

Option A: Business practices, trade secrets as defined under the Florida Uniform Trade Secrets Act (FUTSA), technical data, source code, proprietary software, templates, customer and vendor lists, pricing strategies, marketing materials, research and development data, regulatory filings, business plans, employee and payroll records, training materials, legal strategies, financial statements, passwords, access protocols, and any information marked or understood as confidential regardless of medium.

Option B: (Alternative, simplified definition) Information relating to the Employer’s business, its customers, or its products, whether written, electronic, oral, or observed, that is not generally known to the public.

2. Exclusions from Confidential Information

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

Option A: Is or becomes publicly available through no wrongful act or omission of the Employee.

Option B: Was rightfully known to the Employee prior to its disclosure by the Employer, and such prior knowledge can be documented.

Option C: Is rightfully received by the Employee from a third party who is not under any obligation of confidentiality to the Employer.

Option D: Is required to be disclosed by law, regulation, subpoena, or court order; provided that the Employee shall provide the Employer with prompt written notice of such requirement prior to disclosure, to the extent legally permissible, to allow the Employer to seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Employee shall use the Confidential Information solely for the benefit of the Employer and solely in connection with the performance of Employee's job duties for the Employer.

Option A: Employee shall not use the Confidential Information for any personal benefit, for the benefit of any competitor of the Employer, or for any purpose not authorized by the Employer.

Option B: Employee shall not disclose, transfer, reproduce, or otherwise make available the Confidential Information to any third party without the prior written consent of the Employer.

4. Security and Protection Obligations

Employee shall take all reasonable steps to protect the confidentiality of the Confidential Information, including, but not limited to:

Option A: Maintaining the Confidential Information in a secure location and restricting access to it.

Option B: Using strong passwords to protect electronic files containing Confidential Information.

Option C: Complying with all of the Employer's policies and procedures regarding data security and confidentiality.

Option D: Immediately notifying the Employer of any suspected or actual unauthorized access to or disclosure of Confidential Information.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

Option A: During the Employee’s employment with the Employer and for a period of [Number] years following the termination of such employment.

Option B: Indefinitely with respect to any Confidential Information that constitutes a trade secret under the Florida Uniform Trade Secrets Act (FUTSA).

6. Return of Confidential Information

Upon termination of Employee's employment with the Employer, or at any other time upon the Employer's request, Employee shall promptly return to the Employer all originals and copies of the Confidential Information in Employee's possession or control, in whatever form, including electronic and physical media.

Option A: If requested by the Employer, Employee shall certify in writing that Employee has complied with this obligation.

Option B: At the Employer’s option, the Employee shall destroy any remaining electronic copies of confidential information and certify that the destruction was completed.

7. Notice of Disclosure

Employee shall immediately notify the Employer if Employee becomes aware of any unauthorized disclosure, loss, or use of the Confidential Information. Employee shall cooperate fully with the Employer in investigating any such incident and in mitigating any damages resulting therefrom.

8. Remedies for Breach

In the event of a breach of this Agreement by Employee, Employer shall be entitled to:

Option A: Injunctive relief to prevent further disclosure of the Confidential Information.

Option B: Monetary damages for any losses or damages suffered by Employer as a result of the breach.

Option C: Recovery of Employer's reasonable attorney's fees and costs incurred in enforcing this Agreement, as permitted by Florida law.

Option D: Liquidated damages in the amount of [Dollar Amount], provided that such amount is a reasonable estimate of the damages likely to be suffered by the Employer and is not a penalty.

9. 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 legal action arising out of or relating to this Agreement shall be in [County Name] County, Florida.

Option A: The parties hereby waive their right to a jury trial in any action arising out of or relating to this Agreement, to the extent permitted by Florida law.

10. Scope of Agreement

It is the intent of the parties that the terms of this agreement are reasonable and enforceable under Florida law. 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.

11. Non-Competition/Non-Solicitation (Optional - Consult with counsel to ensure compliance with Florida Statute 542.335)

Option A: During Employee’s employment and for [Number] years after termination, Employee will not engage in any business activity competitive with Employer’s business within a [Number] mile radius of [City, State]. (Ensure reasonable scope). This provision is separately stated and intended to protect the Employer's legitimate business interests.

Option B: During Employee’s employment and for [Number] years after termination, Employee will not solicit any of Employer’s customers or employees. This provision is separately stated and intended to protect the Employer's legitimate business interests.

If chosen, these clauses should be reviewed and modified by legal counsel familiar with Florida Statute 542.335 to ensure enforceability.

12. Data Security and Privacy

Employee shall comply with all applicable laws and regulations regarding data security and privacy, including the Florida Information Protection Act (FIPA) (F.S. 501.171), and shall take all reasonable steps to protect any personal information or protected health information that Employee may encounter in the course of their employment.

Option A: Employee acknowledges that their work may involve access to data regulated by HIPAA, GLBA, or FERPA and agrees to comply with all applicable requirements.

13. Acknowledgement

Employee acknowledges that Employee has read this Agreement, understands it, and agrees to be bound by its terms. Employee further acknowledges that Employee is entering into this Agreement voluntarily and without coercion. Any modifications to this Agreement must be in writing and signed by both parties.

14. Survival

This Agreement shall survive the termination of Employee's employment with the Employer. This agreement does not alter the at-will nature of the employment relationship, unless otherwise agreed in writing.

15. Non-Circumvention

Employee shall not indirectly circumvent the confidentiality obligations of this Agreement by disclosing Confidential Information to any third party, including but not limited to family members and friends, with the intent that such third party will use or disclose the Confidential Information.

16. Prior Agreements

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. To the extent this agreement conflicts with any prior confidentiality policies or agreements, the terms of this Agreement shall prevail.

17. Industry Specific Requirements

Employee agrees to comply with all industry-specific confidentiality or ethics requirements applicable to Employee's position with the Employer, including, but not limited to, [List Specific Requirements, if any, e.g., codes of conduct, ethical guidelines].

18. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic signature shall have the same force and effect as an original signature.

19. Entire Agreement

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.

20. Non-Retaliation

The Employer will not retaliate against the Employee for reporting violations of law or participating in lawful whistleblower activities, in compliance with applicable federal and state law.

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

[Employer Full Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Full Legal Name]

Signature: ____________________________