When your employees have access to confidential company information, you can protect that information by having them sign a Florida non-disclosure agreement (NDA). An NDA typically prohibits an employee from disclosing specific confidential information they learn or have access to during the course of their employment. These non-disclosure protections can be included in a broad employment contract, or in a separate, standalone NDA.
If you have employees located in Florida, any agreement between your company and your employees must comply with Florida employment law. Following the best practices below will ensure your Florida NDA protects your company’s confidential information, and that it will be enforceable if challenged.
Here’s what you need to know about Florida NDAs.
Who can use a Florida non-disclosure agreement?
NDAs with employees are generally considered legal in Florida. It’s important that you’re aware of the state law limits and best practices to make sure your agreement will be enforceable.
What are the best practices for drafting a non-disclosure agreement in Florida?
To draft a strong Florida NDA, follow these best practices:
- Make sure you are protecting a legitimate business interest. Enforceable NDAs must be supported by a legitimate business purpose. Typically, that purpose is protecting proprietary information, trade secrets, or other confidential information. For example, not every employee has access to the company’s confidential information. Asking a low-level employee, who will not have access to sensitive information, to sign an NDA usually won’t be supported by a legitimate business purpose. To ensure your agreements are enforceable, limit your NDAs to employees with access to confidential information.
- In Florida, the confidentiality obligations cannot be indefinite. Florida specifically requires that employers limit how long the NDA obligations will remain in effect. That is often “during the course of employment” or a finite time period thereafter. Consider providing exceptions for information that becomes non-confidential during this time period. For trade secrets, time limits can generally be longer.
- Define your confidential information. Your agreement should include a clear, easy-to-understand definition of the confidential information at stake. Avoid using legalese, so employees know exactly what they are prohibited from disclosing.
- Include notice required by federal law. The federal Defend Trade Secrets Act of 2016 requires NDAs to include a notice of immunity from liability for limited disclosures of trade secrets. Your employee NDAs must include this notice.
- Include important exceptions to your definition of confidential information. It’s important to ensure your definition of confidential information is not so broad that it includes non-confidential information. For example, information that is publicly available at the time of the disclosure should be excluded, as well as information the employee already has at the time of the agreement. When information becomes publicly known or available after the agreement, that information, too, should be excluded.
- Consider excluding information related to unlawful employment practices from the definition of confidential information. Although Florida law doesn’t yet require this, there is a growing trend across the country, both at the state and federal levels, to restrict NDAs from prohibiting employees from disclosing unlawful employment practices such as harassment or discrimination. Consider staying ahead of the curve: promote a positive, inclusive company culture by including this exception.
Discover SixFifty’s Florida NDA solutions
Monitoring Florida’s employment laws can be time-consuming and expensive, especially when you hire employees in more than one state. However, it’s crucial you create enforceable, legal NDAs and employment agreements. If you don’t comply with Florida law, you could needlessly put your company at risk if the non-disclosure provisions are challenged.
Creating an enforceable NDA requires knowledge of the latest federal and state developments in NDA law. Instead of asking your in-house legal team or outside counsel to create a state-specific NDA, SixFifty can do the hard work for you.
Your employment and corporate legal document process can be simple and easy with SixFifty’s employment law tools. We offer the only automated legal expertise platform, built with your business in mind. All you have to do is answer a few questions, then download the automatically generated document.