Payton & Associates, LLC
Commercial Litigation Attorneys
Miami, Florida

Basic requirements for a non-disclosure agreement

There are many different types of businesses in Florida. These businesses offer a variety of goods and services for people throughout the world. However, many businesses offer similar goods and services, and in some industries there can be a lot of competition. In many instances, each company has certain aspects that are unique just to that company, even if other companies are similar. These unique differences are usually what companies promote to stand out from the other companies, and therefore they want to keep those secrets out of the hands of competitors.

These differences are oftentimes deemed trade secrets or confidential information. In order to ensure that their competitors do not obtain this information, companies will utilize non-disclosure agreements (NDA) with their employees, suppliers and others who may have access to the information. These are designed to prohibit people with the information from disclosing it to any people outside of the company.

However, in order to be valid they must contain certain requirements. A basic NDA must define "confidential information" (generally information that is learned through working with the company) in the agreement itself as well as what is not considered confidential information (generally information which the person knew prior to employment or learned independently from their work).

It should also state the person's obligations to keep the information confidential and how the person is allowed to use the confidential information. The NDA also must state the time period in which the person must keep the information confidential and abide by the terms of the NDA.

Many employers in Florida require people to sign agreements and contracts as a part of their work with the company. These agreements oftentimes will require people to keep certain information confidential, which is usually accomplished by signing an NDA. It is important that these are drafted correctly, because if they are not, they may be deemed unenforceable later on.

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