TRADE SECRET PROTECTION AND NON-DISCLOSURE AGREEMENT

(Florida)

[// GUIDANCE: This form is drafted as a unilateral disclosure agreement (Discloser → Recipient). Convert to mutual by replacing “Discloser”/“Recipient” references with “Party” and adding reciprocal obligations.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

This Trade Secret Protection and Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [DISCLOSER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Discloser”); and
2. [RECIPIENT LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Recipient”).

Discloser possesses certain Trade Secrets and other proprietary information and desires to disclose portions thereof to Recipient solely for the Purpose (defined below). Recipient acknowledges that unauthorized use or disclosure of such information would cause irreparable harm to Discloser.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined herein have the meanings ascribed elsewhere in this Agreement.

“Affiliate” means, with respect to any entity, any other entity controlling, controlled by, or under common control with such entity, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests.

“Confidential Information” means any and all non-public information of Discloser, whether disclosed orally, electronically, visually, or in writing, that (a) is identified as confidential at the time of disclosure or (b) should reasonably be understood to be confidential by its nature or context, including, without limitation, business plans, customer information, financial data, software, source code, methods, processes, and know-how. Confidential Information includes Trade Secrets.

“Misappropriation” has the meaning assigned in Fla. Stat. § 688.002(2).

“Permitted Purpose” or “Purpose” means [DESCRIBE SPECIFIC PURPOSE, e.g., “evaluation of a potential strategic partnership concerning Discloser’s XYZ technology”].

“Trade Secret” has the meaning assigned in Fla. Stat. § 688.002(4), including, without limitation, information that (a) derives independent economic value from not being generally known or readily ascertainable by others who can obtain economic value from its disclosure or use, and (b) is subject to efforts that are reasonable under the circumstances to maintain its secrecy.

III. OPERATIVE PROVISIONS

3.1 Disclosure. Discloser may disclose to Recipient Confidential Information solely for the Permitted Purpose. No ownership rights or licenses, express or implied, are granted under any intellectual property of Discloser, except the limited right to use Confidential Information for the Purpose.

3.2 Confidentiality Obligations. Recipient shall:
a. use the Confidential Information only for the Purpose;
b. protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care;
c. restrict disclosure of Confidential Information to its directors, officers, employees, contractors, and professional advisers (collectively, “Representatives”) who (i) have a bona fide need to know, and (ii) are bound by written obligations of confidentiality no less restrictive than those contained herein; and
d. notify Discloser promptly in writing of any actual or suspected Misappropriation or unauthorized use or disclosure.

3.3 Exclusions. Confidential Information does not include information that Recipient can demonstrate by competent evidence:
i. is or becomes publicly available through no act or omission of Recipient;
ii. was rightfully known to Recipient without restriction before receipt from Discloser;
iii. is rightfully obtained by Recipient from a third party without breach of any confidentiality obligation; or
iv. is independently developed by Recipient without use of or reference to Confidential Information.

3.4 Required Disclosure. If Recipient is legally compelled to disclose any Confidential Information, Recipient shall provide Discloser with prompt written notice (unless legally prohibited) to allow Discloser to seek a protective order or other remedy. Recipient shall disclose only that portion of Confidential Information that its counsel advises is legally required and shall use reasonable efforts to ensure confidential treatment.

3.5 Return/Destruction. Upon the earlier of (a) written request by Discloser or (b) termination of this Agreement, Recipient shall promptly return or destroy all tangible embodiments of Confidential Information and certify such destruction in writing; provided, however, Recipient may retain one archival copy solely for the purpose of monitoring compliance with this Agreement and as required by applicable law.

3.6 Term. The obligations in this Agreement commence on the Effective Date and:
a. for Trade Secrets, survive for so long as the information remains a Trade Secret under applicable law; and
b. for all other Confidential Information, survive for [X] years from the date of each disclosure.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
i. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
ii. it has full power and authority to enter into and perform its obligations under this Agreement; and
iii. the execution of this Agreement does not violate any other agreement to which it is a party.

4.2 Discloser Representation. Discloser represents that it has the right to disclose the Confidential Information to Recipient for the Purpose.

4.3 Disclaimer of Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

[// GUIDANCE: Practitioners often soften this disclaimer when bargaining power is unequal.]

V. COVENANTS & RESTRICTIONS

5.1 Non-Circumvention. Recipient shall not, directly or indirectly, use Confidential Information to circumvent Discloser in any commercial transaction with third parties relating to the Purpose.

5.2 No Reverse Engineering. Recipient shall not analyze, decompile, disassemble, or otherwise reverse engineer any tangible objects or software embodying Confidential Information, except as expressly authorized in writing by Discloser.

5.3 Compliance Monitoring. Recipient shall make its Representatives available for reasonable interviews and supply written certifications of compliance upon Discloser’s written request, not more than annually, and subject to reasonable notice and confidentiality safeguards.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Any actual or threatened Misappropriation or breach of Section 3 (Operative Provisions) or Section 5 (Covenants & Restrictions) constitutes an “Event of Default.”

6.2 Notice and Cure. Upon an Event of Default, Discloser shall provide written notice to Recipient describing the breach. Recipient shall have five (5) days to cure, except that breaches involving Misappropriation are not subject to a cure period.

6.3 Remedies. Upon an Event of Default, Discloser is entitled to:
a. immediate injunctive relief pursuant to Section 8.4;
b. damages under Fla. Stat. § 688.004, including exemplary damages for willful and malicious Misappropriation;
c. recovery of reasonable attorney’s fees and costs under Fla. Stat. § 688.005; and
d. any other remedies available at law or in equity.

[// GUIDANCE: Graduated remedies enhance enforceability and may deter breach.]

VII. RISK ALLOCATION

7.1 Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Discloser and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or related to (a) Recipient’s breach of this Agreement, or (b) Recipient’s Misappropriation of Confidential Information.

7.2 Limitation of Liability. THE PARTIES AGREE THAT NO LIMITATION OF LIABILITY SHALL APPLY TO RECIPIENT’S OBLIGATIONS UNDER SECTION 7.1 OR TO ANY DAMAGES ARISING FROM MISAPPROPRIATION OR BREACH OF CONFIDENTIALITY OBLIGATIONS.

7.3 Insurance. Recipient shall maintain at its own expense, during the term of this Agreement and for two (2) years thereafter, commercially reasonable cyber liability/errors & omissions insurance covering Misappropriation and data breach risks, with minimum limits of [AMOUNT] per occurrence and in the aggregate, naming Discloser as an additional insured.

7.4 Force Majeure. Neither Party shall be liable for failure to perform its obligations (other than confidentiality and payment obligations) when such failure is due to causes beyond its reasonable control, provided that the affected Party promptly notifies the other and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws rules.

8.2 Negotiation. The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through confidential, executive-level negotiations for a period of thirty (30) days.

8.3 Arbitration. Except for claims seeking injunctive relief under Section 8.4, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
a. Seat of Arbitration: [COUNTY], Florida.
b. Number of Arbitrators: One (1).
c. Language: English.
d. The arbitrator shall have authority to award monetary and equitable relief but shall have no authority to award punitive damages except as expressly permitted under Fla. Stat. § 688.004(2).

8.4 Injunctive Relief; Exclusive Forum. Recipient acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Accordingly, Discloser may seek temporary, preliminary, and/or permanent injunctive relief in the state or federal courts located in [COUNTY], Florida, and Recipient irrevocably submits to the exclusive jurisdiction of such courts for such purposes.

8.5 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment or waiver of any provision of this Agreement is effective unless in a writing signed by both Parties. A waiver of any breach is not a waiver of any other breach.

9.2 Assignment. Recipient may not assign or delegate this Agreement, in whole or in part, without the prior written consent of Discloser. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.4 Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered electronically or by facsimile are binding.

9.6 Notices. All notices must be in writing and delivered by (a) personal delivery, (b) nationally recognized overnight courier, or (c) certified mail, return receipt requested, to the addresses set forth above (or such other address designated in writing). Notice is deemed given on receipt or refusal.

9.7 No Publicity. Recipient shall not use Discloser’s name, trademarks, or disclose the existence or terms of this Agreement without Discloser’s prior written consent.

9.8 Independent Contractors. The Parties are independent contractors and nothing herein creates any agency, partnership, or joint venture.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[OPTIONAL NOTARIZATION BLOCK PER FLORIDA STATUTES]
[// GUIDANCE: Notarization is generally not required for enforceability of a trade secret NDA under Florida law, but may be added for evidentiary weight, especially when signed by individuals.]

[// GUIDANCE:
1. Customize insurance limits, cure periods, and survival durations based on risk profile.
2. For multi-state operations, add choice-of-law/venue fallback and export control language.
3. Review client’s data privacy obligations (e.g., HIPAA, GLBA) and incorporate if applicable.
4. Verify that the arbitration clause complies with AAA Commercial Rules (2023) and any industry-specific mandates.
5. Confirm there are no pre-existing confidentiality obligations that conflict with this Agreement.
]