How Do I Protect My Trade Secrets in Florida?

Trade secrets are forms of intellectual property protected by both federal and state laws in the United States. The Florida Uniform Trade Secrets Act (FUTSA) defines what constitutes a trade secret under Florida law and provides a legal pathway for businesses to pursue remedies against individuals who misappropriate confidential information.

Curious about how to protect your trade secrets in Florida? Read on for an overview of what to consider …

1. The information must qualify as a trade secret, meaning it is not publicly known and has economic value due to its confidential nature. 

If the information is widely known in the industry, publicly available, or easy to recreate, chances are Florida courts are unlikely to consider it a trade secret (even if labeled as one in an agreement). Examples of trade secrets include (but are not limited to) customer or vendor lists, strategic plans, pricing models, and proprietary software.

2. The company must take steps to protect trade secrets. 

Efforts to protect trade secrets include limiting access to confidential information, using passwords and security precautions, training employees on confidential material, and reinforcing confidentiality obligations during employee exits.

3. The trade secret provision within an agreement must be clear and narrowly focused. 

Any provision addressing trade secrets must be unambiguously defined with clear direction on how the information may (or may not) be used. The language of the provision should also focus on protecting trade secrets and, to avoid confusion, should not include other restrictive covenants.

4. Trade secrets should be outlined separately from noncompete obligations.

Florida law allows businesses to protect trade secrets, however, they cannot unfairly limit competition. While a valid trade secret provision prevents disclosure of confidential information, it does not stop former employees from using general skills or experience in subsequent employment.

5. Trade secret protection requires actual or threatened misuse of confidential information.

A company must show that it owns valid trade secrets that it took reasonable steps to protect. Even so, the company must prove that the confidential information was misused, or there was a true threat that it would be misused. Suspicion of misuse is not enough to be considered enforceable.

A well-drafted trade secret provision, supported by consistent internal safeguards, is essential to protecting a company’s confidential information. Businesses that take proactive steps to identify and protect trade secrets (ideally with the guidance of experienced legal counsel) are far better positioned than those forced to react after a loss has occurred.