Florida partnership nda template

Florida Partnership Non-Disclosure Agreement

This Florida Partnership Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date], by and between:

• [Partner A Full Legal Name], a [Entity Type, e.g., Florida Limited Liability Company], with its registered address at [Partner A Registered Address], represented by [Partner A Authorized Representative Name] (“Partner A”);
• and
• [Partner B Full Legal Name], a [Entity Type, e.g., Florida Corporation], with its registered address at [Partner B Registered Address], represented by [Partner B Authorized Representative Name] (“Partner B”).

Recitals: Partner A and Partner B are entering into a partnership for the purpose of [Describe Partnership Context, e.g., joint venture to develop a real estate project, business collaboration to provide marketing services]. In connection with this partnership, each party may disclose to the other certain confidential information.

Purpose: To protect the confidential information disclosed by either Partner A or Partner B to the other party in connection with the Partnership.

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Partnership, whether orally, visually, or in writing, and regardless of the format or medium, 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:

• Business plans, including marketing and sales strategies.
• Proprietary processes, methods, and know-how.
• Financial data, including revenue, expenses, and profit margins.
• The Partnership Agreement and any related documents.
• Trade secrets as defined under the Florida Uniform Trade Secrets Act (FUTSA).
• Contract terms with third parties.
• Client and vendor information, including contact details and pricing.
• Market strategies and research.
• Partnership negotiations and related communications.
• Materials and know-how shared during the partnership activities.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available other than as a result of a disclosure by the Receiving Party in violation of this Agreement.
• Option A: Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's prior written records.
• Option B: Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, without any requirement for written evidence.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.
• Is lawfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party with respect to such information.
• Is required to be disclosed by law, court order, or government regulation, including compliance with Florida's Sunshine Law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating the proposed partnership, performing its obligations under the Partnership Agreement].

The Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit, for the benefit of any third party, or for any competitive purpose.

4. Duty of Care

The Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of similar nature, but in no event less than reasonable care. Such reasonable care shall include, but is not limited to:

• Storing Confidential Information in a secure location with limited access.
• Using encryption to protect Confidential Information stored electronically or transmitted over networks.
• Restricting access to Confidential Information to those employees, agents, and contractors who have a need to know such information for the Purpose of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Implementing and maintaining reasonable security measures to prevent unauthorized access to its computer systems and networks.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the Partnership.

After termination of the Partnership, the obligations of confidentiality shall continue for a period of [Number] years.

Option A: Notwithstanding the above, with respect to any information constituting a trade secret under Florida law, the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

Option B: There are no exceptions to time limitation.

6. Return or Destruction of Confidential Information

Upon the termination of the Partnership, or upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies thereof, or destroy all such Confidential Information.

If the Disclosing Party requests destruction, the Receiving Party shall provide the Disclosing Party with a written certification of destruction, signed by an authorized representative, within [Number] days of such destruction.

7. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use, access, or disclosure of the Confidential Information.

The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or litigation relating to such unauthorized use, access, or disclosure.

8. Remedies for Breach

The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including, without limitation:

• Compensatory damages.
• An accounting of profits unjustly received by the Receiving Party as a result of the breach.
• Injunctive relief to restrain the Receiving Party from further breaching this Agreement.
• Payment of the Disclosing Party’s reasonable attorney’s fees and costs incurred in enforcing this Agreement, as permissible under Florida law.
• Option A: Liquidated damages in the amount of [Dollar Amount].
• Option B: No liquidated damages

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good-faith negotiation.
• If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Florida], using a mediator mutually agreed upon by the parties.
• If mediation is unsuccessful, the parties shall submit the dispute to binding arbitration in [City, Florida], in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties.
• 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 jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County, Florida].

10. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including, without limitation, the Florida Uniform Trade Secrets Act, applicable Florida data protection statutes, and any industry-specific regulations (e.g., HIPAA, GLBA).

11. Florida Public Records Law

Notwithstanding anything to the contrary in this Agreement, if either party is subject to Florida’s public records law, Chapter 119, Florida Statutes, such party’s obligations under this Agreement shall be subject to the requirements of such law.

12. Boilerplate Provisions

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.

Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Integration: 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.

13. Non-Competition/Non-Solicitation (If Applicable - Review for Florida Statutory Compliance)

Option A: During the term of this Agreement and for a period of [Number] years after termination, the Receiving Party shall not, directly or indirectly, engage in any business that is competitive with the Disclosing Party's business within a [Number] mile radius of [City, Florida].

Option B: There is no clause for non-competition or non-solicitation.

14. Notice

All notices and other communications hereunder 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 following addresses:

• If to Partner A: [Partner A Registered Address]
• If to Partner B: [Partner B Registered Address]

15. Relationship of Parties

It is expressly understood and agreed that the parties are entering into this Agreement as independent contractors or partners. Nothing in this Agreement shall be construed to create an employer-employee relationship, agency, joint venture, or partnership between the parties, except as otherwise expressly agreed in the Partnership Agreement.

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

[Partner A Full Legal Name]

By: [Partner A Authorized Representative Name]

Title: [Partner A Authorized Representative Title]

[Partner B Full Legal Name]

By: [Partner B Authorized Representative Name]

Title: [Partner B Authorized Representative Title]