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 both involved parties.

Unilateral NDAs are commonly used by businesses when hiring employees. Companies also often ask investors to sign NDAs before hearing a pitch.

Mutual NDAs are used when two companies (or individuals) are sharing potentially sensitive information. Companies often sign them during mergers and acquisitions or during complex technological collaborations.

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.

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What Happens if Someone Breaks an NDA?

An NDA isn’t just a piece of paper. If someone breaks an NDA, they may face serious legal penalties as well as professional or reputational consequences. Most NDAs will outline what happens if a party violates them, but here are some typical consequences in Florida:

Economic Damages

If a court finds that someone violated an NDA, they may be ordered to pay economic damages, which cover actual financial losses that the creator of the NDA suffered. For instance, someone who breaks an NDA may have to compensate the other party for lost profits and unjust enrichment, or any financial gain the defendant received from sharing the information.

Liquidated Damages

Some NDAs have a clause stating that there is a fixed financial penalty for a violation. In court, that penalty is called “liquidated damages.”

Injunctions

If someone violates an NDA, the court may issue an injunction to stop them from further sharing the information. While breaking an NDA is a civil issue, a violation of an injunction is a criminal offense, and the person might be sentenced to jail time.

Employment Termination

If an employee violates the terms of an NDA while still employed, they may be fired for cause. While it’s not a legal consequence, someone who breaks an NDA may have significant difficulty finding future employment.

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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. Florida applies this same legitimate-business-interest standard to non-compete agreements, which courts will enforce only when they are reasonable in time, area, and line of business.

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.