Contract Recitals, Covenants, Representations, and Warranties

Non-Disclosure Agreements

Businesses can request employees, contractors, distributors, or other related individuals to sign non-disclosure agreements. These are intended to protect “legitimate business interests” such as trade secrets, business or professional information not known by the general public, or specific training practices.

Florida Statute 542.335 addresses valid restraints of trade or commerce. This includes “restrictive covenants” like non-disclosure or confidentiality agreements. These agreements deal with the exchange and protection of confidential information, among other things. The contract may also address the exclusions of, as well as use and permissible disclosures of the confidential information. Additionally, the contract should address include Requests for Disclosure, Sever-ability, and granting of rights to the material.

A good example of these terms is a Third Party Non-Disclosure agreement between a university and an outside entity. “Receiving Party hereby agrees to use reasonable care to hold the Confidential Information in confidence and prevent [its] disclosure, publication, and dissemination.”

Nolo’s Encyclopedia of Everyday Law defines a nondisclosure agreement as a legally binding contract where an individual or entity agrees to treat specific information as a a trade secret, and won’t share it with others without permission. Trade secrets are seen as economic assets to businesses and a competitive advantage in a market.

General Contract Law

Florida contracts come in two types: express and implied. An express contract is formed by language, either written or oral. Thus, there is no writing requirement to the express contract. An implied, in-fact contract is formed by the showing of an agreement through the conduct of the parties. An example of an implied contract is when a person sits in a barber’s chair for a haircut. Neither party may have said anything or written anything about their agreement in which one party promises to cut hair and the other party promises to pay, there is still an expectation. Both parties’ conduct shows their agreement.

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