Florida nda template

Florida Nondisclosure Agreement

This Nondisclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:

• [Discloser Name], a [Individual/Entity] with a registered address at [Discloser Address], hereinafter referred to as "Discloser," and
• [Recipient Name], a [Individual/Entity] with a registered address at [Recipient Address], hereinafter referred to as "Recipient."
  If Discloser/Recipient is an entity, include: Authorized Representative: [Authorized Representative Name], Title: [Authorized Representative Title].

Purpose of Disclosure:

• Option A: Evaluation of a potential business relationship between Discloser and Recipient.
• Option B: Employee onboarding.
• Option C: Other business dealings: [Description of Other Business Dealings].

Definition of Confidential Information:

• "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, digitally, or in any other form, 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: [List Examples of Confidential Information, e.g., trade secrets, financial information, customer lists, marketing plans].
• For marked Confidential Information, include: All written and tangible materials clearly marked as "Confidential" or with a similar designation.
• For unmarked Confidential Information, include: Information disclosed orally or visually, if identified as confidential at the time of disclosure, or, if disclosed without such identification, summarized in writing and delivered to Recipient within [Number] days of disclosure.

Exclusions from Confidential Information:

• Information that is already publicly known at the time of disclosure or subsequently becomes publicly known through no wrongful act of Recipient.
• Information that was already known to Recipient prior to disclosure by Discloser, as evidenced by Recipient’s written records.
• Information that is independently developed by Recipient without reference to the Confidential Information.
• Information lawfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser.

Obligations of Recipient:

• To maintain the Confidential Information in strict confidence.
• To use the Confidential Information solely for the Purpose of Disclosure as defined above.
• Not to disclose the Confidential Information to any third party without Discloser's prior written consent, except to:
  • Option A: Recipient's employees, contractors, and advisors who have a need to know the Confidential Information for the Purpose of Disclosure and who are bound by written confidentiality agreements with obligations at least as protective as those contained herein.
  • Option B: Exclude the exception described above.
• To implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure.
• To immediately notify Discloser upon becoming aware of any unauthorized disclosure or breach of this Agreement.

Duration of Confidentiality Obligations:

• Option A: Perpetual.
• Option B: For a period of [Number] years from the date of this Agreement.

Permitted and Prohibited Uses:

• Recipient may use the Confidential Information solely for the Purpose of Disclosure.
• Recipient shall not reverse engineer, disassemble, or decompile any Confidential Information.
• Upon termination of this Agreement or Discloser's written request, Recipient shall:
  • Option A: Promptly return all Confidential Information to Discloser, including all copies thereof.
  • Option B: Destroy all Confidential Information, including all copies thereof, and certify in writing to Discloser that such destruction has been completed.
• Recipient may retain archival copies of Confidential Information solely for legal compliance purposes, subject to ongoing confidentiality obligations.

Legal Compulsion/Court Order:

• If Recipient is required to disclose Confidential Information pursuant to a legal compulsion or court order, Recipient shall:
  • Promptly notify Discloser in writing of such requirement.
  • Cooperate with Discloser to seek a protective order or other appropriate remedy.

Non-Circumvention and Non-Solicitation (Optional):

• Non-Circumvention: Recipient shall not circumvent Discloser by contacting or dealing directly with any third parties introduced by Discloser.
• Non-Solicitation:
  • Option A: Recipient shall not solicit, recruit, or hire any employee of Discloser during the term of this Agreement and for a period of [Number] years thereafter.
  • Option B: Recipient shall not solicit business from any client or customer of Discloser during the term of this Agreement and for a period of [Number] years thereafter.

Ownership of Intellectual Property:

• Discloser retains all right, title, and interest in and to the Confidential Information. No license, ownership, or transfer of rights is granted or implied by the disclosure of Confidential Information.
• Option A: Residuals: Recipient is permitted to use its general knowledge, skills, and experience, including any unintentionally retained in memory, provided that such use does not intentionally disclose Discloser’s Confidential Information or violate the spirit of this NDA.
• Option B: Exclude Residuals Clause.

Remedies for Breach:

• Discloser shall be entitled to injunctive relief, damages, specific performance, and attorney's fees in the event of a breach of this Agreement by Recipient.
• Option A: Equitable remedies shall be available to Discloser.
• Option B: Exclude the statement above.

No Obligation to Proceed:

Nothing in this Agreement shall obligate either party to proceed with any business relationship or transaction.

Term and Termination:

• Option A: This Agreement shall commence as of the date first written above and shall continue in effect for a period of [Number] years.
• Option B: This Agreement shall continue in effect until the confidential relationship between the parties ceases.
• The obligations of confidentiality shall survive any termination of this Agreement.

Governing Law and Jurisdiction:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
• 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] County, Florida.
• Option A: Any dispute arising out of or relating to this Agreement shall be settled by arbitration in [City], Florida, in accordance with the rules of the American Arbitration Association.
• Option B: The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through mediation before resorting to litigation.

Florida-Specific Considerations:

• Option A: Trade Secrets: To the extent that any Confidential Information constitutes a "trade secret" under the Florida Uniform Trade Secrets Act (FUTSA), Recipient acknowledges and agrees that Discloser has taken reasonable steps to protect the secrecy of such trade secrets.
• Option B: Exclude Trade Secrets statement.

Non-Compete and Non-Solicitation (Optional - Florida Specific):

• The parties acknowledge that Florida law requires that any covenant not to compete must be reasonable in time, geographic scope, and line of business.
• Option A: Non-Compete: Recipient shall not, during the term of this Agreement and for a period of [Number] years thereafter, directly or indirectly engage in any business that is competitive with the business of Discloser within a [Number] mile radius of [City, State]. The parties agree that this restriction is reasonably necessary to protect Discloser's legitimate business interests, including [List Legitimate Business Interests, e.g., customer relationships, trade secrets, goodwill]. This restriction applies to the following activities: [List Covered Activities].
• Option B: Exclude Non-Compete Clause.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable, 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.
• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: Exclude the statement above.

Assignment:

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned to an affiliate or successor in interest without the prior written consent of the other party.
• Option C: Exclude any statement regarding assignment.

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 in exercising any right or remedy shall operate as a waiver thereof.

Counterparts:

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. This Agreement may be executed and delivered electronically.

Execution:

• IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
• Discloser:
  • By: [Discloser Signature]
  • Name: [Discloser Printed Name]
  • Title: [Discloser Title, if applicable]
• Recipient:
  • By: [Recipient Signature]
  • Name: [Recipient Printed Name]
  • Title: [Recipient Title, if applicable]

Optional Clauses:

• Public Records Exclusions: If either party is a government entity, consider including a clause that specifies which information is excluded from disclosure under Florida public records laws. (Checklist: Consult with legal counsel to ensure compliance with Florida Statute Chapter 119.)
• No Relationship: This Agreement does not create any agency, partnership, employment, or joint venture relationship between the parties.