Florida mutual nda template

Florida Mutual Non-Disclosure Agreement

This Florida Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

[Company Name 1], a [State] [Entity Type] with its principal place of business at [Address 1], hereinafter referred to as "Party A";

and

[Company Name 2], a [State] [Entity Type] with its principal place of business at [Address 2], hereinafter referred to as "Party B."

Each party may be referred to individually as "Party" and collectively as "Parties." Each Party shall be considered a Discloser and a Recipient under this Agreement.

Recitals

WHEREAS, the Parties desire to engage in discussions and/or a business relationship concerning [Description of Business Relationship] (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information that the disclosing Party desires to protect from unauthorized use and disclosure; and

WHEREAS, this Agreement is governed by the laws of the State of Florida, including but not limited to the Florida Uniform Trade Secrets Act, F.S. 688;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Trade secrets as defined in the Florida Uniform Trade Secrets Act (FUTSA, F.S. 688).
• Technical know-how, designs, processes, inventions, and research and development documentation.
• Business strategies, financial information, client/customer lists, marketing plans, and pricing information.
• Supplier or partner information, and non-public agreements.
• Information disclosed in oral, written, visual, and all electronic/digital media, and any information designated as confidential.

Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Recipient in violation of this Agreement.
• Was already known to the Recipient prior to its disclosure by the Discloser, as evidenced by written documentation.
• Is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, as evidenced by written documentation.
• Is rightfully received by the Recipient from a third party who is not bound by any confidentiality obligation to the Discloser.
• Is required to be disclosed by law, court order, subpoena, or other legal mandate.
  • Recipient shall provide prompt written notice to the Discloser of such requirement and shall cooperate with the Discloser in seeking a protective order or other appropriate remedy.

Purpose

The Recipient shall use the Discloser’s Confidential Information solely for the Purpose defined in the Recitals of this Agreement: [Description of Purpose].

• Option A: No other use of the Confidential Information is permitted.
• Option B: Any other use must be pre-approved in writing by the Discloser.

Restrictions on Disclosure and Use

Recipient shall not disclose, publish, use, sell, assign, copy, or otherwise exploit or transfer the Discloser’s Confidential Information to any third party in any form for any reason outside the agreed Purpose, except with prior written authorization from the Discloser.

Security and Protection of Confidential Information

Each Party shall:

• Maintain commercially reasonable physical, electronic, and managerial procedures conforming to Florida data protection and industry standards to protect the Discloser’s Confidential Information.
• Restrict access to the Discloser’s Confidential Information to only those employees or agents who have a "need to know" for the Purpose and who have executed written non-disclosure obligations at least as strict as the terms of this Agreement.
• Immediately notify the Discloser upon becoming aware of any unauthorized disclosure, known or suspected breach, loss, or misuse of the Discloser’s Confidential Information.

Term and Duration

This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for the duration of the Parties' business relationship. The confidentiality obligations under this Agreement shall survive the termination or expiration of this Agreement for a period of:

• Option A: [Number] years after termination or expiration.
• Option B: Perpetual for trade secrets as protected under Florida law.

Return or Destruction of Confidential Information

Upon the Discloser's written request or upon termination or expiration of this Agreement, the Recipient shall promptly return to the Discloser all tangible embodiments of the Discloser's Confidential Information, including, without limitation, all documents, records, notebooks, memoranda, drawings, computer media, and equipment, or, at the Discloser's option, shall certify in writing its destruction thereof. The Recipient may retain one copy of the Confidential Information for archival purposes and to ensure compliance with legal requirements; provided, however, that such retained Confidential Information shall continue to be subject to the terms of this Agreement.

Remedies for Breach

The Parties agree that any breach of this Agreement would cause irreparable harm to the Discloser for which monetary damages would be inadequate. In the event of a breach or threatened breach of this Agreement, the Discloser shall be entitled to:

• Monetary damages.
• Equitable relief, including injunctive relief and specific performance.
• Recovery of attorneys’ fees and costs as permitted by Florida law (see F.S. 688.004).
• Any other legal or equitable remedies available at law or equity.

Florida-Specific Compliance

The Parties shall comply with all applicable Florida-specific data protection, intellectual property, public records, and privacy requirements, including but not limited to any relevant industry or sectoral regulations (such as financial, healthcare, or public entity contracts with Sunshine Law considerations).

Governing Law, Jurisdiction, 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 law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Florida. The Parties hereby consent to the personal jurisdiction and venue of such courts.

Dispute Resolution

• Option A: Mediation in [City Name], Florida, prior to initiating litigation.
• Option B: Arbitration in [City Name], Florida, in accordance with the rules of the American Arbitration Association.

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.

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.

Amendment

No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.

Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Non-Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

No License or Ownership

Nothing in this Agreement shall be construed as granting to the Recipient any license or ownership rights to the Discloser’s Confidential Information.

No Agency or Partnership

Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or employment relationship between the Parties.

Subcontractors, Affiliates, and Representatives

Each Party shall be responsible for the compliance of its subcontractors, affiliates, and representatives with the terms of this Agreement.

Representations and Warranties

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement does not violate any other agreement to which it is a party.

Oral Disclosures

If the Discloser discloses Confidential Information orally, the Discloser shall confirm such disclosure in writing to the Recipient within [Number] days, specifying the nature and substance of the Confidential Information disclosed.

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

[Company Name 1]

By: [Name]

Title: [Title]

[Company Name 2]

By: [Name]

Title: [Title]