In today’s competitive business environment, protecting confidential business information is more critical than ever. Trade secrets, customer lists, proprietary processes, business strategies, and other forms of sensitive data can form the backbone of a company’s competitive edge.
In Florida, as in other jurisdictions, the loss or unauthorized disclosure of this information can lead to severe financial and reputational damage. One of the most effective ways to safeguard this information is by working closely with an experienced business attorney like Shaun Keough.
At Keough Law, PLLC in Orlando, Florida, our experience and knowledge in business law can help you figure out your legal claims. Here, we’ll explore how businesses in Florida can protect their confidential information, the legal tools available, and how a qualified attorney can help confirm these tools are effectively implemented.
What Constitutes Confidential Business Information?
Confidential business information refers to any non-public information that provides a business with a competitive advantage. This may include:
Trade secrets (formulas, processes, or methods)
Customer and supplier lists
Marketing strategies
Financial data
Pricing structures
Product designs
Business plans
Internal policies and procedures
In Florida, trade secrets are specifically protected under the Florida Uniform Trade Secrets Act (FUTSA) (Chapter 688, Florida Statutes). FUTSA defines a trade secret as information that derives independent economic value from not being generally known and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Why Legal Assistance is Essential
Protecting confidential information isn’t as simple as slapping the label “confidential” on a document. Businesses must implement robust legal and operational safeguards. This is where a Florida-based business lawyer becomes indispensable. Here’s how a lawyer can assist:
1. Drafting and Enforcing Non-Disclosure Agreements (NDAs)
An NDA is a contract between parties that outlines what information is confidential and restricts its disclosure. In Florida, NDAs must be carefully drafted to be enforceable.
A lawyer’s role includes:
Making sure NDAs are specific in defining confidential information
Limiting the duration of confidentiality obligations appropriately
Specifying permissible use of the information
Including remedies in the event of a breach
Securing enforceability under Florida law
Poorly drafted NDAs are often challenged in court, and an experienced attorney can help avoid pitfalls that would render the contract unenforceable.
2. Creating Confidentiality Policies for Employees
Employees are a common source of information leaks. Lawyers can assist in designing internal policies that limit exposure, such as:
Onboarding and exit procedures that include confidentiality agreements
Training programs that educate staff on information protection
Access control policies that assure only authorized personnel access sensitive data
Florida courts often consider the reasonableness of efforts taken by businesses to protect their information when determining if information qualifies as a trade secret. Legal guidance assures these efforts are both effective and compliant with the law.
3. Drafting Non-Compete and Non-Solicitation Agreements
Under Florida law (F.S. 542.335), non-compete agreements are enforceable if they are:
Reasonably limited in time, area, and line of business
Supported by legitimate business interests (such as protecting trade secrets or customer goodwill)
An attorney can draft non-compete and non-solicitation agreements tailored to your business needs. Poorly written agreements may be struck down by courts, which often scrutinize the duration and geographical scope.
4. Conducting Confidentiality Audits
An attorney can perform a confidentiality audit to identify vulnerabilities and recommend solutions. This includes:
Evaluating physical and digital data security measures
Assessing employee access controls
Reviewing vendor and third-party relationships
Checking for outdated or insufficient legal documents
A regular legal review assures your business adapts to evolving risks and remains compliant with applicable laws.
5. Assisting with Mergers, Acquisitions, and Partnerships
During mergers, acquisitions, or joint ventures, confidential information often needs to be shared. A Florida attorney will confirm that:
NDAs are in place before due diligence
Confidentiality clauses are included in transactional documents
Protective measures remain in effect post-transaction
Failing to protect information during these events can result in unauthorized use or disclosure that may be difficult to remedy afterward.
Florida’s Legal Process for Confidential Information
Understanding the legal tools available under Florida law is essential for effective protection. Here’s an overview:
Florida Uniform Trade Secrets Act (FUTSA)
FUTSA allows businesses to take legal action if someone misappropriates their trade secrets. Remedies under FUTSA include:
Injunctions to prevent further disclosure
Damages for actual loss and unjust enrichment
Exemplary damages (up to twice the amount of actual damages) if misappropriation is willful and malicious
Attorney’s fees
To prevail under FUTSA, a business must show it took “reasonable measures” to protect the information. A lawyer confirms your business meets this requirement.
Computer Crimes Act
Florida’s Computer Crimes Act (Chapter 815, Florida Statutes) prohibits unauthorized access to computer systems and data. If confidential business information is stolen electronically, your attorney can assist in pursuing both civil and criminal remedies under this law.
Common Law Protections
In addition to statutory protections, Florida courts recognize common law claims such as:
Breach of fiduciary duty
Breach of contract
Tortious interference with contractual relations
A lawyer can guide you on when and how to use these additional legal tools.
Real-World Scenarios Where Legal Help is Critical
Scenario 1: Former Employee Competes Using Inside Knowledge
A sales manager at a Florida tech company leaves to join a competitor and begins soliciting former clients using pricing models and customer lists from the previous employer. If the company has properly drafted non-compete and confidentiality agreements in place, a lawyer can seek an injunction and file suit under FUTSA for misappropriation.
Scenario 2: Startup Shares Business Plan with Investors
A Florida-based startup shares its pitch deck and product roadmap with potential investors. A business attorney confirms all parties sign NDAs and tailors confidentiality clauses that continue even if the parties choose not to proceed with an investment deal.
Scenario 3: Cybersecurity Breach at a Vendor
A third-party vendor suffers a data breach that exposes your customer data. If your contract with the vendor includes a well-drafted data protection clause, your attorney can pursue remedies for breach and guide you through breach notification compliance under Florida’s data breach statutes (F.S. 501.171).
Best Practices to Implement With Legal Guidance
There are a few habits and strategies to integrate into your process when working with legal guidance on these business issues.
1. Label and Categorize Information
A lawyer can help develop internal classification systems for identifying what constitutes confidential or proprietary data. For example:
“Confidential – Internal Use Only”
“Trade Secret – Access Restricted”
2. Maintain Controlled Access
Not all employees should have access to all information. Legal counsel can assist in establishing “need-to-know” policies and drafting internal agreements aligned with job roles.
3. Use Technical Safeguards
Even great legal agreements are ineffective if information is freely available online or inadequately secured. A lawyer can work with your IT team to make sure your digital practices are legally defensible.
4. Review Agreements Regularly
As your business grows, your agreements should evolve. Florida lawyers typically recommend annual reviews of all confidentiality and employment contracts to stay current with changes in law and business operations.
How to Choose the Right Florida Business Attorney
When seeking legal counsel to protect confidential business information, consider some important criteria. Here are some traits to look for:
Experience with Florida business and employment law
Knowledge of data security and trade secret litigation
Strong contract drafting skills
Ability to advise on both preventive and reactive measures
Look for board-certified business lawyers or those with a track record of success in trade secret and commercial litigation in Florida courts.
Contact Us Today
Confidential business information is among the most valuable assets a company possesses. Protecting it requires a legal strategy tailored to your business operations and risks. A Florida business lawyer plays a pivotal role in this process. From drafting enforceable contracts to litigating breaches, we provide tools and expertise necessary to maintain your competitive advantage and legal compliance. We serve clients in Orange County, Osceola County, Hillsboro County, Pinellas County, and Orlando, Florida. Reach out today.
