Protect Your Business With a Noncompete Agreement Built for Florida

A noncompete agreement limits what a former employee can do after leaving your business. A Florida court will not enforce one unless it is in writing, signed by the worker, and tied to a legitimate business interest. A noncompete agreement attorney for a Florida employer looks first to Florida’s restrictive covenant statute, which provides that a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought. This page explains how that statute works and what employers should do before a key worker resigns. Kristina E. Wilson is the responsible lawyer for this page, and KEW Legal has offices in Coral Gables and Sunny Isles Beach.

What a Noncompete and Confidentiality Agreement Does for a Florida Employer

A noncompete stops a worker from competing with you. A non-solicitation covenant stops them from pulling away clients or staff. A confidentiality agreement protects private information. Each one guards a different interest, so each needs its own wording.

• Noncompete: limits competing work during or after the job, within limits of time, area and line of business.
• Non-solicitation: limits contacting customers or co-workers to move them to a new business.
• Confidentiality: protects pricing, customer lists and processes. Florida’s trade secret definition covers information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain its secrecy.

Owners with client relationships, companies with proprietary pricing, and employees who handle sensitive information need these terms most. Address them early. Once notice is given, there is less time to plan.

What We Draft, Review and Enforce

KEW Legal drafts, reviews and enforces these agreements for employers. It also defends them when a former worker challenges one.

• Drafting new agreements matched to the role, the territory and the information the worker actually handles.
• Reviewing handbooks, offer letters and template agreements for gaps or terms that reach too far.
• Advising how an agreement applies to current employees compared with new hires.
• Preparing demand letters and pursuing enforcement against a former employee who solicits clients or misuses confidential information.
• Seeking court relief where needed. Florida law allows an injunction against actual or threatened misappropriation of a trade secret.

Handbook wording needs care too. Florida courts generally do not treat handbook policies as contracts unless the manual says it is a separate employment contract, as Quaker Oats Co. v. Jewell explains.

Florida Rules That Decide Whether a Covenant Holds Up

A Florida noncompete holds up only when it is in writing, signed, backed by a legitimate business interest, and reasonably necessary to protect that interest.

• Signed writing. A court will not enforce it unless the person against whom enforcement is sought signed it, under Fla. Stat. § 542.335(1)(a).
• Legitimate business interest. The business must prove one. The statute’s list of legitimate business interests includes, but is not limited to, trade secrets and valuable confidential business or professional information. A covenant without one is void and unenforceable.
• Reasonable necessity. The business must show the restraint is reasonably necessary to protect that interest. If it does, the worker must establish that the restraint is overbroad, overlong or otherwise not reasonably necessary.
• Judicial narrowing. A court must modify an overbroad restraint and grant only the relief reasonably necessary. Narrowing is not a substitute for careful drafting.
• Attorney’s fees. Without a fee clause, a court may award fees and costs to the prevailing party.

Courts read a covenant to protect the legitimate interests, not narrowly against the restraint or the drafter. Fla. Stat. § 542.335 reads: “(i) No court may refuse enforcement of an otherwise enforceable restrictive covenant on the ground that the contract violates public policy unless such public policy is articulated specifically by the court and the court finds that the specified public policy requirements substantially outweigh the need to protect the legitimate business interest or interests established by the person seeking enforcement of the restraint.” A court can refuse to enforce an unconscionable term only when it finds both unfair deal-making and unfair terms, as Basulto v. Hialeah Automotive explains.

How the Process Works

The process starts with a first consultation. It then moves through review, drafting, signing and, if needed, enforcement.

1. First consultation. We review the role, the worker’s access to clients and information, and your goal.
2. Document review. We read any signed agreement, handbook language, offer letter and employment history.
3. Drafting or revision. Scope, duration and territory are matched to the business interest you must prove.
4. Signing and records. We advise how the agreement is signed and kept, so the record is clear.
5. Dispute, if one arises. Steps can include a demand letter, negotiation and a court filing. For trade secrets, Florida law allows recovery of actual loss and unjust enrichment, or damages measured by a reasonable royalty, except to the extent a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation makes a monetary recovery inequitable.

Timelines vary with complexity and whether a dispute is involved. The right path depends on the facts, and we outline expected steps at the first consultation.

Why Work With KEW Legal on Employer Covenants

KEW Legal focuses on business law for owners and investors across Miami-Dade and South Florida. Employer work is part of that practice.

• Offices. The firm has offices in Coral Gables and Sunny Isles Beach. It works with clients across Miami-Dade and Broward County.
• Lawyers. Kristina E. Wilson is the responsible lawyer for this page. Natalie Martinez is also a lawyer at the firm. Our lawyers can review a covenant alongside your other business documents.
• Continuity. The same firm that drafts covenants can review handbooks, contracts, leases and succession terms as your company grows, as part of outside general counsel for businesses.
• Related work. The firm also handles business contract and vendor disputes, and succession planning when a key employee is also an owner.

Common Questions Employers Ask

Most employer questions come down to the agreement’s wording and the business interest behind it.

Talk to KEW Legal Before the Next Resignation

If a key employee has just given notice, the agreements you already have are the place to start. Picture a senior salesperson who resigns, keeps calling the same accounts, and signed an agreement years ago for a different job. That is the moment to review the paperwork. Reach out to KEW Legal through our contact page or call 305-990-2300 to talk through your agreements.