Florida Mutual Non-Disclosure Agreement

FLORIDA MUTUAL NON-DISCLOSURE AGREEMENT

Both parties are Disclosing and Receiving Parties. Drafted specifically for Florida law and Florida courts.

1. PARTIES

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

PARTY A: [________________________________], a [________________________________] with its principal place of business at [________________________________], [________________________________] County, Florida [____] ("Party A"); and

PARTY B: [________________________________], a [________________________________] with its principal place of business at [________________________________] ("Party B").

Each party is, as context requires, a "Disclosing Party" when providing Confidential Information and a "Receiving Party" when receiving it. Both parties are collectively the "Parties."

2. PURPOSE

The Parties wish to explore a potential business relationship involving: [________________________________________________________________________________] (the "Purpose"). In connection with the Purpose, each Party may share with the other certain confidential and proprietary information, some of which may constitute trade secrets under the Florida Uniform Trade Secrets Act, Fla. Stat. §§ 688.001–688.009 ("FUTSA").

3. CONFIDENTIAL INFORMATION

3.1 Definition

"Confidential Information" means any non-public information disclosed by one Party (as "Disclosing Party") to the other (as "Receiving Party") that is (a) marked or designated as confidential at the time of disclosure, (b) identified as confidential at the time of oral or visual disclosure and confirmed in writing within [____] days, or (c) reasonably understood to be confidential given its nature and the circumstances of disclosure.

3.2 Categories

Confidential Information includes, without limitation: business plans, financial data, customer and prospect lists, pricing information, technical data, source code, algorithms, product roadmaps, research and development, marketing strategies, supplier and vendor relationships, personnel information, and any other information a reasonable business would treat as confidential under Florida commercial practice.

3.3 Trade Secret Designation

To the extent any Confidential Information meets the definition of "trade secret" under Fla. Stat. § 688.002(4) (i.e., information deriving independent economic value from not being generally known or readily ascertainable by proper means, and subject to reasonable secrecy efforts), it shall be treated as such and shall receive the additional protections of FUTSA. The Parties agree that marking and access-control practices described in Schedule 3.3 constitute "reasonable efforts under the circumstances to maintain its secrecy" within the meaning of § 688.002(4)(b).

3.4 Exclusions

Confidential Information does not include information the Receiving Party can demonstrate by contemporaneous written records was (a) already lawfully known prior to disclosure, (b) independently developed without use of Confidential Information, (c) received from a third party without restriction, or (d) publicly available through no breach of this Agreement.

4. OBLIGATIONS OF THE PARTIES

4.1 Use Restriction

Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose and for no other purpose.

4.2 Non-Disclosure

Each Receiving Party shall not disclose Confidential Information to any person other than its own employees, officers, directors, attorneys, accountants, and financial advisors (collectively, "Representatives") who (a) need to know it for the Purpose, (b) are bound by written confidentiality obligations at least as protective as this Agreement, and (c) have been informed of its confidential nature.

4.3 Degree of Care

Each Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own most sensitive confidential information, and in no event less than reasonable care as required by Fla. Stat. § 688.002(4)(b).

4.4 Liability for Representatives

Each Party is liable for any breach by its Representatives as if the breach were the Party's own.

4.5 No Reverse Engineering

Receiving Party shall not reverse engineer, decompile, or disassemble any tangible or electronic materials embodying Confidential Information.

4.6 Security Controls

Each Party shall implement appropriate technical, administrative, and physical safeguards, including (check all implemented):
☐ Access controls limiting information to need-to-know basis
☐ Encryption of Confidential Information in transit and at rest
☐ Non-disclosure obligations in employment agreements and contractor agreements
☐ Visitor logs and secured work areas for physical Confidential Information
☐ Periodic training on confidentiality obligations

5. COMPELLED DISCLOSURE AND COURT PROTECTION

5.1 Legal Compulsion

If Receiving Party is compelled by subpoena, court order, or governmental demand to disclose Confidential Information, Receiving Party shall (a) promptly notify Disclosing Party in writing (unless prohibited by law), (b) cooperate with Disclosing Party's efforts to obtain a protective order, and (c) disclose only the specific Confidential Information legally required.

5.2 FUTSA § 688.008 Protections

In any Florida judicial proceeding, the Parties agree to invoke and rely upon the trade secret preservation procedures of Fla. Stat. § 688.008, which directs Florida courts to preserve trade secret secrecy through protective orders, in-camera hearings, sealed records, and gag orders on litigation participants.

5.3 Florida Sunshine Law Carve-Out

If a Party is a Florida governmental or quasi-governmental entity subject to Fla. Stat. Ch. 119 (Public Records Act), the parties acknowledge the trade secret exemption in Fla. Stat. § 815.045 and the confidential records exemption in Fla. Stat. § 688.002 and agree to cooperate to maintain confidentiality to the maximum extent permitted by law.

6. DTSA WHISTLEBLOWER IMMUNITY NOTICE

NOTICE UNDER 18 U.S.C. § 1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose it except by court order.

7. RETURN OR DESTRUCTION

Upon the earlier of (a) completion or abandonment of the Purpose or (b) written request by Disclosing Party, Receiving Party shall, within [____] days, return or destroy all Confidential Information in its possession, custody, or control and certify such return or destruction in writing. Receiving Party may retain one archival copy for legal compliance and routine IT backups, which shall remain subject to this Agreement until overwritten.

8. NO LICENSE; OWNERSHIP

All Confidential Information remains the sole property of the Disclosing Party. No license, express or implied, is granted under any patent, copyright, trademark, trade secret, or other intellectual property right. Any derivative works, ideas, or improvements made by Receiving Party based on Confidential Information shall be treated as Confidential Information of the Disclosing Party.

9. NON-SOLICITATION AND NON-CIRCUMVENTION

9.1 No Solicitation of Employees

During the term of this Agreement and for [____] months thereafter, neither Party shall directly or indirectly solicit for employment or hire any employee of the other Party with whom it had contact in connection with the Purpose. The Parties acknowledge this restraint is supported by legitimate business interests recognized in Fla. Stat. § 542.335(1)(b)(1) (valuable confidential information) and § 542.335(1)(b)(2) (substantial business relationships).

9.2 No Circumvention

Neither Party shall use Confidential Information to bypass the other and deal directly with any customer, supplier, partner, or strategic contact first introduced through the Purpose.

9.3 Reasonableness Stipulation

Pursuant to Fla. Stat. § 542.335(1)(g)(2), the Parties stipulate that the restraints in this Section 9 are reasonably necessary to protect legitimate business interests and are not to be construed against the drafter. The Parties authorize any Florida court to modify (blue-pencil) an overbroad restraint pursuant to § 542.335(1)(c) rather than strike it.

10. REMEDIES

10.1 Injunctive Relief

Each Party acknowledges that breach of this Agreement would cause irreparable harm inadequately remediated by money damages. The non-breaching Party is entitled to seek temporary, preliminary, and permanent injunctive relief in the Circuit Court for [________________________________] County, Florida, without posting bond to the maximum extent permitted by Fla. R. Civ. P. 1.610 and without proving actual damages.

10.2 FUTSA Remedies

For misappropriation of trade secrets, a non-breaching Party may seek, in addition to common-law remedies:

• Injunctive relief (Fla. Stat. § 688.003), which may be continued after cessation of misappropriation "in order to eliminate commercial advantage that otherwise would be derived from the misappropriation"
• Actual damages plus unjust enrichment not accounted for in actual damages, or reasonable royalty in lieu thereof (Fla. Stat. § 688.004(1))
• Exemplary damages up to twice the compensatory amount for willful and malicious misappropriation (Fla. Stat. § 688.004(2))
• Attorney's fees where misappropriation is willful and malicious or where a claim or motion is made/resisted in bad faith (Fla. Stat. § 688.005)

10.3 Statute of Limitations

Trade secret claims must be brought within three (3) years after discovery per Fla. Stat. § 688.007. Contract-based claims must be brought within five (5) years per Fla. Stat. § 95.11(2)(b).

10.4 Contract Attorney's Fees

In any contract-based action, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses, including at the appellate level. Both Parties preserve their rights under Fla. Stat. § 57.105 for sanctions against frivolous claims or defenses.

10.5 Cumulative Remedies

All remedies are cumulative and not exclusive.

11. TERM AND SURVIVAL

11.1 Duration

This Agreement commences on the Effective Date and continues for [____] years, unless earlier terminated by mutual written agreement.

11.2 Survival of Obligations

Confidentiality obligations with respect to Confidential Information that is not a Trade Secret survive for [____] years after termination. Obligations with respect to Trade Secrets survive indefinitely for so long as the information continues to qualify as a trade secret under Fla. Stat. § 688.002(4).

11.3 Surviving Sections

Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 survive termination.

12. DISPUTE RESOLUTION (FLORIDA)

12.1 Governing Law

This Agreement is governed by and construed under the internal laws of the State of Florida, without regard to its conflict-of-laws rules.

12.2 Exclusive Jurisdiction and Venue

Each Party irrevocably submits to the exclusive jurisdiction of the Circuit Court in and for [________________________________] County, Florida, and the U.S. District Court for the [Northern / Middle / Southern] District of Florida, and waives objections to venue and forum non conveniens. The Parties consent to service by certified mail to the address in Section 1.

12.3 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. This waiver is enforceable under Florida law (Article I, § 22, Fla. Const., and applicable case law).

12.4 No Arbitration (Default)

The Parties elect litigation over arbitration for disputes under this Agreement unless both Parties initial the optional arbitration provision in Schedule 12.4.

13. GENERAL PROVISIONS

13.1 Independent Contractors

The Parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship.

13.2 No Obligation to Proceed

Neither Party is obligated to enter into any further agreement or transaction based on the Purpose.

13.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except either Party may assign without consent to a successor in interest in connection with a merger, stock sale, or sale of substantially all assets, provided the successor agrees in writing to be bound by this Agreement.

13.4 Amendment; Waiver

Any amendment must be in writing signed by both Parties. No waiver of any provision shall be effective unless in writing.

13.5 Severability

If any provision is held unenforceable, the remaining provisions shall continue in full effect, and the unenforceable provision shall be modified to be enforceable to the maximum extent permitted under Florida law.

13.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures (DocuSign, Adobe Sign, or similar) and PDF signatures are valid and enforceable under the Florida Uniform Electronic Transaction Act, Fla. Stat. § 668.50.

13.7 Notices

Notices shall be in writing and effective upon (a) personal delivery, (b) one business day after deposit with a nationally recognized overnight courier, (c) three business days after deposit by certified mail return receipt requested, or (d) actual receipt by email to the addresses in Section 1.

13.8 Entire Agreement

This Agreement constitutes the entire understanding regarding confidentiality for the Purpose and supersedes all prior oral or written agreements on that subject.

13.9 Florida Public Policy Preservation

Nothing in this Agreement shall be construed to waive rights or remedies under the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq., or other non-waivable Florida public policy.

14. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Florida Mutual Non-Disclosure Agreement as of the Effective Date.

PARTY A: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PARTY B: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SCHEDULE 3.3 — REASONABLE SECRECY MEASURES

The Parties confirm the following measures are in place:
☐ Confidentiality obligations in employment agreements
☐ Network-level access controls
☐ Need-to-know dissemination
☐ Legends on documents: "CONFIDENTIAL — [Party Name] Trade Secret"
☐ Physical security for on-premises materials
☐ Retention and destruction policies

SCHEDULE 12.4 — OPTIONAL ARBITRATION ELECTION

If both Parties initial this Schedule, disputes (other than claims for injunctive relief or trade secret misappropriation) shall be resolved by binding arbitration in [________________________________], Florida, administered by the American Arbitration Association under its Commercial Rules, governed by the Florida Arbitration Code (Fla. Stat. Ch. 682) and the Federal Arbitration Act, 9 U.S.C. §§ 1–16.

Party A Initials: _____ Party B Initials: _____

SOURCES AND REFERENCES

• Florida Uniform Trade Secrets Act: https://www.flsenate.gov/Laws/Statutes/2025/Chapter688
• Fla. Stat. § 688.003 (Injunctive Relief): https://www.flsenate.gov/Laws/Statutes/2025/688.003
• Fla. Stat. § 688.004 (Damages): https://www.flsenate.gov/Laws/Statutes/2025/688.004
• Fla. Stat. § 688.005 (Attorney's Fees): https://www.flsenate.gov/Laws/Statutes/2025/688.005
• Fla. Stat. § 542.335 (Restrictive Covenants): https://www.flsenate.gov/Laws/Statutes/2025/542.335
• Florida Arbitration Code (Ch. 682): https://www.flsenate.gov/Laws/Statutes/2025/Chapter682
• Defend Trade Secrets Act (18 U.S.C. § 1833(b))