Confidentiality Agreement

I was involved with a lawsuit some time ago between a large roadway construction company (my client) and the Florida Department of Transportation. During the discovery stage of the case, the FDOT requested my client to provide the FDOT numerous financial, trade-secret and other proprietary legal information my client considered confidential. The FDOT argued the information was necessary to prepare its case for trial.

Initially we refused to turn over the documents claiming they were privileged. However, after several lengthy court hearings it became apparent that the Court was going to require our client to turn over the confidential documents. In an effort to limit the exposure of my client's records, we offered to work out a deal with the FDOT by way of a Confidentiality Agreement. Our client was primarily concerned with customer lists, employee records, tax information, accounting and financial records.

We crafted a Confidentiality Agreement which did the following:

(1) Defined what constituted Confidential Information;

(2) Prohibited the FDOT from disclosing the Confidential Information to a third-party without my client's prior written consent;

(3) Defined what constituted a third-party;

(4) Required any FDOT employee or third-party who was to review the Confidential Information to sign a non-disclosure agreement;

(5) Addressed disclosure of the Confidential Information at deposition; and

(6) Placed a number of restrictions on the use of the Confidential Information.

As you can see, the primary focus of this blog is to provide free legal education to the public on issues I have dealt with as an attorney. Recently I have had several e-mail requests for legal forms I have created to deal with these issues. Given the voluminous hours I have spent performing legal research and creating the forms I am compelled to charge at least a small fee for their access.

The fees are significantly less than what was charged to my clients (less than 1%) for whom they were originally prepared. They are also much more detailed and less expensive than what you would pay at a legal forms website.
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