… Or Before You Blow That Whistle
(PRUnderground) July 12th, 2022
Maybe your job wants you to sign one. You just got an offer from a brand new start-up company in Miami, Florida, poised to make waves in your industry with cutting-edge technology and innovative products. A condition of your employment is the signing of this agreement, and you’re a little apprehensive because you don’t know the ramifications of putting your name on the dotted line. It is best to contact a non-disclosure agreement attorney in Florida to review this contract and advise you of what you’re getting yourself into.
A non-disclosure agreement (NDA) is a legally binding contract (also known as a confidentiality agreement) that restricts the exchange of information between individuals or organizations and places restrictions on how the information may be used. These agreements prohibit employees from disclosing information about their employer in the workplace.
When Are Non-Disclosure Agreements used?
These Agreements get such bad press, but they are beneficial in some circumstances. Florida law understands the need for secrecy in the arena of trade secrets, as these are protected under the Commercial Relations Uniform Trade Secrets Act, Fla. Stat. § 688 (2005). It’s in the best interest of some companies to protect information like the following:
- Business secrets
- Knowledge about coding or design
- Information on people’s medical status
- Private information about an event
- Discussions about commercial contracts
- Lists of clients
- Details of a potential patent or innovation
- Scripts for movies or television
- Information on marketing
- Information about products and services
You see, sometimes these agreements are necessary. However, they shouldn’t be treated like some perpetual gag order.
Non-Disclosure Agreements Aren’t Always Enforceable
Without proper legal advice, you may think that there is a knife at your throat preventing you from speaking up about some particularly heinous activity.
Non-disclosure agreements are not impenetrable documents that can cloak any and all acts of debauchery. Although NDAs are typically enforceable by the courts, a judge may deem such a contract void and refuse to uphold their terms if they conflict with Florida state or other common law. These are some examples of unenforceable NDAs.
- The data is public knowledge. If the material has previously been extensively leaked or is widely known, it would be difficult to show that the “disclosure suffered any damage.”
- The agreement’s wording is general. A court is more likely to identify issues with an NDA that is unduly expansive or restrictive, especially if it is not time- or scope-limited.
- The contract requires the employee to take unlawful action. For instance, the employer can ask the worker to keep silent about something they are required by law to report.
In Florida, the kinds of employee whistleblowing protected against retaliation against an employee in the private sector are specified in Statute 448.102. For any of the following reasons, an employer cannot retaliate against an employee:
- The employee released details or gave testimony to the appropriate governmental agency, person, or entity during an investigation, hearing, or inquiry into a claim that their employer had broken a law, rule, or regulation.
- The employee informed or threatened to notify the relevant government agency that their employer had broken a law, regulation, or rule in writing and on oath.
- The employee opposed or refused to engage in the practice that broke the law, regulation, or rule.
Laws exist that protect both parties. It’s best to speak to a non-disclosure agreement attorney in the Florida area about the particular facts of your case.
What’s the Worst That Could Happen if I Break the Agreement?
In general, the specifics of the breach and its context will determine what happens if you violate a non-disclosure agreement in Florida. The terms of the contract, applicable Florida state law, and the type of contract violation will all be essential factors in how things turn out. These are some likely consequences if the disclosure is not protected by state law:
For the financial loss incurred as a result of a trade secret infringement, you may have to pay a hefty sum. This would encompass all you have gained due to the misuse of the information and all that the person imposing the contract has lost. Per Fla. Stat. § 688.004, if you were found to have acted deliberately or willfully, the court may grant the plaintiff punitive damages up to twice the amount of its actual damages.
According to Florida Statute 688.003, a court may order a defendant to stop infringing on the plaintiff’s rights and to take measures to protect the privacy of the plaintiff’s information. Most significantly, this means that if a court determines that your publication constitutes misappropriation of someone’s trade secrets, it has the power to order you to stop disclosing those trade secrets.
Maybe you’re the one who wants the NDA.
Perhaps you are in the exact line of work that would require the protection of trade secrets. An NDA can be used to prevent exposure of virtually any non-public information held by a business owner or employer.
Employees have access to all sensitive or essential information, including trade secrets, proprietary procedures, client information and lists, and marketing tactics. As an employer, it is reasonable to require new hires to sign non-disclosure agreements to avoid employees discussing this knowledge with other businesses or, worse yet, leaving the company and exploiting the sensitive information to launch a rival operation.
The best course of action is to seek legal counsel from a Florida law firm that is well-versed in the state’s business law before drafting an NDA for your company. By doing this, you can make sure that your rights are upheld.
About BT Law Group, PLLC
In today’s workplace, navigating complex employment law concerns can be difficult. When it comes to employment issues pertaining to non-competition, non-disclosure agreements, sexual harassment, unpaid wages, and other areas, BT Law frequently assists clients on both sides of the coin. The attorneys at BT Law focus on results and leverage their skills from large firms to provide clients an edge over their competitors. Additionally, the trial lawyers at BT Law have experience representing clients in court and will fight for your rights there if required. We are ready to represent your interest. Book a consultation today!Press Contact
Original Press Release.