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Non-Disclosure Agreements (NDAs): Four Important Contact Clauses


Businesses often need to protect their intellectual property, trade secrets, and unique commercial know-how. In some cases, employees or contractors are required to sign non-disclosure agreements (NDAs). While NDAs can certainly be enforceable in Florida, courts are known to view these agreements with some suspicion.

On a fundamental level, an NDA or confidentiality agreement is a restraint on trade. Florida courts will only allow these types of agreements to stand if they are properly drafted and contain legal, sufficiently narrow terms. Your NDA should always be drafted, negotiated, and reviewed by a qualified Miami business law attorney. At Pike & Lustig, LLP, we have extensive experience handling non-disclosure agreements. Here, our legal team highlights four important terms that should always be included within your non-disclosure agreement.

  1. Define the Confidential Information

 Florida courts will generally not enforce vague, overly-broad non-disclosure provisions. For an NDA to be legally permissible in Florida, the confidential information must be clearly defined. The more narrow and well-defined the extent of confidential information, the more likely the agreement is to be legally valid. 

  1. Define the Time Limit of the NDA

Confidentiality agreements should also have a defined duration. In theory, an NDA could exist indefinitely. If this is the case, the agreement must clearly state that fact. There are also certain situations in which courts may view an indefinite NDA to be inappropriate. The most sensible duration for your non-disclosure agreement will always depend on the unique circumstances of your case. 

  1. Determine If Parties Have an Obligation to Return or Destroy Information

If there are any documents, records, digital files, tapes, video recordings, or any other hard copies of information that should be returned or destroyed, the process for doing so must be specified in detail within the agreement. In far too many cases, parties only make a vague reference to deleting or destroying information. For the sake of enforceability, it is better to be specific. 

  1. Clearly Lay Out the Remedies for Breach

Finally, these types of contract should contain a clear remedy in the event of a breach. In many cases, parties should consider including a liquidated damages clause or another type of allowance for monetary remedy. Though, there are also cases in which injunctive relief will be a better option. Once again, it is better to define the remedies as clear and in the most straightforward manner possible. In addition, remedies should be in proportion to the damages that will be sustained by the non-breaching party. An overly harsh remedy that is viewed as a penalty clause by a court may not be legally enforceable.

Contact Our South Florida NDA Lawyers Today

At Pike & Lustig, LLP, our Miami business law attorneys have extensive experience dealing with all aspects of non-disclosure agreements. To get guidance in drafting, reviewing, negotiating an NDA, please contact our law firm today. Initial legal consultation are confidential and free of charge. Our main law office is located in West Palm Beach and we also have a second office in the heart of Miami.

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