Make a Florida Non-Compete Agreement

Applicable State Laws - § 542.335, 542.331, 542.33 

Florida law generally favors an employer’s need to protect its legitimate business interests and trade secrets. Therefore, the law allows employers to take the necessary steps to protect their company’s competitive edge provided that a non-competition agreement is drafted correctly in a manner that is not too broad. The non-compete must:

• Be limited in geographic location
• Be limited in line of business
• Be limited in the time period it includes
• Be in writing
• Protect a legitimate business interest such as a trade secret as defined by state law, valuable confidential business information, or professional information that doesn't qualify as a business secret
• Protect substantial relationships with actual or prospective clients
• Protect customer goodwill
• Protect extraordinary training provided

Florida courts generally determine validity by asking whether the non-compete causes an economic or other hardship to the former employee. If the non-compete was created after 1996, the court may modify the agreement and grant reasonable relief if it determines the agreement is overly broad.

Protect your Florida business by also using a Florida non-disclosure agreement form. Download a Florida non-disclosure agreement form now!

How to Write a Florida Non-Compete Agreement

To write a Florida non-compete agreement, first, take the time to review both Florida non-compete laws as well as the state's definition of a trade secret. When writing a Florida non-compete agreement, include the following clauses:

• Purpose. This clause explains the purpose of the non-compete agreement: to protect the confidential information of the business. It also identifies the parties, includes the effective date for the contract, and refers to the confidential information as "proprietary information." Proprietary information covers a lot of different information, including current customers' information.
• Non-compete. This clause generally includes the time period, geographical area restriction, restrictions on business practices, restrictions related to clients or customers, restrictions related to working for general or specific competitors, restrictions on business activities, restrictions on working for specific competitors, restrictions on specific activities, and restricts employee solicitation.
• Time period. This clause may reiterate the time restriction as well as explains when the time period begins. The time period may begin either when the new employee or independent contractor begins working for your company or when their relationship with your business is terminated.
• Purchase option. This clause states whether your business will allow the signing party to pay a specific amount to be released from the contract. If so, the amount of the payment is listed in this clause.
• Jurisdiction. The jurisdiction clause is used to set the laws used to govern the non-compete as Florida laws.
• Confidential information. This clause states that the term "confidential information" as it is used throughout the agreement refers to any and all technical and non-technical information provided by your company that includes, and is not limited to, any data or proprietary information related to products, inventions, plans, methods, processes, developmental or experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, or other information pertaining to your business or any of your clients, consultants, or licensees that is disclosed to the recipient under the terms of the agreement.
• Permitted disclosure. This clause explains when confidential information is no longer considered confidential. This usually happens when information becomes public through no fault of the other party, when the information is discovered by the other party on their own without a breach of another party, or is released to the public after the written consent of your business.
• Confidentiality. This clause states that the receiving party acknowledges the information they receive is confidential and they agree they will not directly or indirectly disclose or communicate it to another party without the written consent of the company. They also agree that they will not use the information for any reason except to further the business unless they first receive written consent from the business.
• Consultants and employees bound. This clause states that the non-compete binds both consultants and employees, that they are on a need-to-know basis with the information, and must keep the information under strict confidence.
• Return of materials. This clause states that when the non-compete agreement is terminated or requested by your business, the party must return all the documents and other tangible material that represents the business’s confidential information and any copies that exist. Additionally, your business must notify the party upon discovering any loss or the unauthorized disclosure of confidential information.
• Remedies. This clause explains the remedies your business may be entitled to pursue under Florida law if the other party breaches the non-compete. Examples include the recovery of court costs and reasonable attorney fees, the award by a court of a temporary restraining order or preliminary injunction against the unauthorized use of confidential information, etc., as well as all other remedies available under Florida law or available because of equity.
• Choice of law. This clause states that Florida laws govern the non-compete agreement.
• Entire agreement. This ending clause states that the entire non-compete may only be amended in writing if the parties sign the amendment. To execute the non-compete, both parties must sign and print their name. The signatures should also be dated.

Each party should receive a copy of the agreement for their records.