Florida Non-Disclosure Agreement: How To Draft (2026)

What Is a Non-Disclosure Agreement Under Florida Law?

An NDA is a contract in which the terms restrict one or both parties from disclosing information they have. Florida law does not define non-disclosure agreements. However, any restrictive document that blocks someone’s use or disclosure of information will likely be interpreted as an NDA.

Types of NDAs Used in Florida

NDAs can take a few different forms. Unilateral NDAs only restrict disclosures by one party to the contract, while mutual NDAs restrict disclosures by multiple parties.

Florida also distinguishes between NDAs that restrain trade or commerce and NDAs that do not. For example, an NDA that prevents a party from using their employer’s trade secrets would count as an agreement that affects trade or commerce.

Essential Elements to Include in Your NDA

Under business law, all valid contracts, whether oral or written, must contain these elements:

• Mutual assent
• Consideration
• Reasonably clear terms

Mutual assent means that the parties had a voluntary meeting of the minds. The terms must be reasonably clear so that the parties understand what they have agreed to. Consideration means that both parties made promises to do something or refrain from doing something.

Enforceability and Legal Requirements in Florida

So are NDAs enforceable? Under Florida law, the enforceability of an NDA depends on whether it impacts trade or commerce. For instance, an NDA in a settlement agreement or other non-business contract does not restrain trade or commerce.

Florida has certain rules for NDAs that restrain trade or commerce, such as employment-related NDAs. To be enforceable, these NDAs must meet these requirements:

• In writing and signed
• Reasonably necessary to protect a legitimate business interest
• Reasonable in scope and time

If the NDA is enforceable, a party can file a lawsuit seeking damages when someone violates it and an injunction preventing further disclosure.

How to Write and Sign a Florida NDA

To have a valid and enforceable agreement, you should ensure that your NDA includes the following:

• The names of the parties
• The promises that each party agrees to
• The information covered by the agreement
• What the restricted party can and cannot do with that information
• The duration of the agreement

All the parties to the agreement should review it, preferably with a contract attorney. Once they agree to the terms, they should sign it.

Find Out More About Florida NDAs

Not sure where to start on drafting or interpreting your Florida NDA? ConsumerShield offers resources to help people navigate their legal issues. Explore our online resources today.