Confidentiality Agreements: What Small Business Owners Should Know

Sound contracts are a vital part of running any business. You’ve worked hard to develop your business into what it is today, so don’t let a few off-the-cuff remarks by a contractor or partner expose confidential information that could harm your business. That’s why it’s essential to have an experienced business lawyer in Orlando draft contracts for your small business. Confidentiality is one key element in many employment contracts. Learn how to incorporate confidentiality clauses and agreements into your business contracts below.

What is a Confidentiality Agreement?

Confidentiality agreements protect the exchange of sensitive information between parties. The primary element of any confidentiality agreement is the confidential information itself. To ensure that the agreement provides adequate protection against unwanted exposure, you must clearly define the types of information you want to keep confidential. You must also state the entities from which you want to keep the information confidential and for how long.

What is a NDA?

Nondisclosure agreements (also called NDAs) are a type of confidentiality agreement that binds two parties from releasing sensitive information. NDAs prevent people from releasing confidential material or trade secrets while employed or doing business with a company. NDAs are often used when potential employees or partners explore whether they want to work with a company. Once the employment offer is made, a confidentiality clause may be included in their employment contract.

When Should You Have a Confidentiality Agreement?

Confidentiality agreements should be used when you share sensitive information about your company, strategies, or practices with your employees, contractors, partners, or potential employees you don’t want the general public to know. This could include information about mergers, partnerships, business transactions, marketing statistics, and more.

What You Should Include in a Confidentiality Agreement

The confidentiality agreement should include anything you’re concerned an employee or potential partner may share with a competitor or neighboring business. A business lawyer in Orlando can help you determine what you should include in your confidentiality agreements. The types of information commonly in confidentiality agreements include:

  • Trade secrets
  • Product development and research
  • Marketing strategies
  • Computer programs
  • Client or customer demographics
  • Intellectual property 
  • Customer contact information
  • Financial information about customers and the company
  • Recipes
  • Formulas
  • Patents
  • Proprietary software

Elements of Confidentiality Agreements

Here’s what should be included in confidentiality agreements:


All agreements must define confidential information and how it’ll be handled in your company. This part should clearly explain what makes something confidential so everyone on your staff can be on the same page.


Next, you’ll want to plainly state how the confidential material should (or shouldn’t) be used. You can state preferred methods of communication and people you can share the information with. Defining these terms will set the foundation for determining whether there’s been a breach in the confidentiality agreement later on. If the terms aren’t defined, a business lawyer in Orlando may have difficulty deciding whether the agreement has been broken.


You’ll also want to define exceptions to the confidentiality agreement. This includes publicly available information or communications disclosed by the company at a later date.

Terms and Timeframes

A solid confidentiality agreement should specify the terms that make the contract binding and the time the agreement should be in place. For instance, some companies may have new employees sign a confidentiality agreement that becomes void after a specific product launches. The confidentiality agreement may also be set up to stay in place as long as the person is employed by your company or for a specific time after employment ends.

Types of Confidentiality Agreements

There are generally two types of confidentiality agreements. Unilateral agreements are one-sided agreements that only one person is bound to. This type of agreement is commonly used in employee contracts, as the employee is typically subject to the contract terms. Bilateral or mutual confidentiality agreements bind both parties from disclosing information. Mutual confidentiality agreements are common when forming new partnerships or buying or selling a business.

Boutty Law Firm: Orlando Business Lawyers

Business law can be complex, so having an Orlando business lawyer on your side is vital to help you navigate the process. Our team at The Boutty Law Firm can help you draft the contracts and documents you need for your business, including confidentiality agreements. Call our office or contact us online today to get started.


The Importance of Due Diligence: What Business Owners Need to Know When Buying a Business

When you’re in the process of a business merger or acquisition, you need to perform a detailed review to understand its current status, assess potential risks, and ensure that the business assets have been accurately represented as described in the offer letter. This process is called due diligence. When acquiring a business, the due diligence process can be detailed and complicated. You’ll want an experienced business lawyer in Orlando, like our team at The Boutty Law Firm, to help ensure you make a good investment. Here’s what business owners should know about the due diligence process during business transactions.

What is Due Diligence, and Why Does It Matter?

Due diligence is the process of performing an in-depth inspection and analysis of the business before you purchase it. Like buying a used car, due diligence allows you to “look under the hood” of the business to ensure everything is in proper working order and that you’re making a sound investment. Due diligence is performed during any business transaction, such as a merger, acquisition, investment, or partnership. The goal of due diligence is to ensure that the buyer is making a good investment and understands any potential risks or liabilities before officially buying the business.

Due diligence is important because it helps you avoid surprises with the business you want to purchase. It will help you protect your time and money by ensuring you’re investing in an upstanding business that the seller has accurately depicted. Due diligence will also help you make informed business decisions and develop the acquisition plan so you can run the business after the transaction is complete.

Types of Due Diligence

By looking at each area of the business you want to buy, you’ll get a complete picture of the current business standing and be better equipped to make decisions regarding the business. Here are the types of due diligence you should perform when undergoing a business transaction:


 During financial due diligence, you’ll get a complete and comprehensive overview of the business’ financial status. You will gather relevant financial documentation such as three to five years’ worth of business tax returns, bank statements, balance sheets, profit and loss statements, financial audits, reports, and information about any business debt. You’ll also want to know how the business handles cash flow.


You’ll want assistance from a business lawyer in Orlando to help perform legal due diligence. During this time, you’ll review partner or supplier contracts to see what established partnerships are already in place. This is also when any risks or liabilities will be reviewed. Your lawyer will review contracts, established agreements, and any pending lawsuits or legal risks associated with the business.


During operational due diligence, you’ll learn how the business operates on a day-to-day basis. You’ll assess risks and challenges with the current operations so you can make potential improvements once the transaction is complete. You’ll want to investigate whether there are any issues, liabilities, or risks that could set the business up for failure now or in the future. You may wish to speak with employees during this time to get an accurate perspective of the business operations. You’ll also want to review customer satisfaction with the company and assess for improvements.


Technology is integral to most business operations, so you’ll want to review the current patents, software, and programs it utilizes. You’ll check the business’ cybersecurity protocols, review CRMs and databases, and evaluate current software or apps.

How to Perform Due Diligence

Due diligence can be as simple as reviewing the business’ accounting software or as complicated as having a team of business lawyers perform a detailed analysis that lasts several weeks. Here is how the due diligence process works:

Gather Your Team

You’ll want to assemble your team of Orlando business lawyers, accountants, and industry experts to give you trusted advice about the business’ status. Due diligence is performed after an offer has been accepted and before closing. Many companies aren’t willing to provide the documentation needed to perform a full due diligence report before an offer has been made, so keep that in mind.

Compile Documentation

One of the most tedious and detailed parts of performing due diligence is gathering the paperwork to review. You’ll need to request financial documentation from the business seller, review contracts the business has made with others, interview employees and stakeholders, and audit the current business operations. It’s crucial to stay organized during this process.

Review and Analyze

Your Orlando business lawyer, accountant, and expert team will compile the documentation and conduct a thorough analysis and audit. Findings will be crafted into detailed reports stating the business’ health, risks, and liabilities.


The end goal of due diligence is to decide whether you should proceed with the business transaction. Performing due diligence will allow you to get an accurate view of the business so you know what you’re getting into. Once the assessment has been made and risks or liabilities have been identified, you can proceed with closing the transaction and start to draft the purchase agreement.

The Boutty Law Firm: Business Lawyer in Orlando

Our team at the Boutty Law Firm is experienced in performing due diligence for many business transactions. We’ll help you ensure the terms for your letter of intent (LOI) are represented accurately. After that, your lawyer will help draft the purchase agreement, and you can start the closing process. Contact us at 407-622-1395 or schedule a consultation online to discuss how we may aid you in acquiring a business.


Understanding Indemnification Clauses

Indemnification clauses can be found in various business contracts, from commercial construction corporations to 1099 gig contractors. Though it’s a common clause in many contracts, it’s the source of confusion for many. Understanding the purpose and elements of indemnification clauses is essential, whether you’ve been asked to sign a contract with an indemnification clause or a business owner looking to protect your business with the same clause. Learn more about what indemnification clauses are below.   

What’s an Indemnification Clause?  

Indemnification clauses are designed to protect or “hold harmless” one party from the liabilities and damages caused by another party. Indemnification clauses free you from the responsibility of paying for damages someone may suffer at your business or job site due to actions by a third party. In business contracts, indemnification clauses specify that a third party (not your business) is responsible for compensating someone due to the actions of another party.  

Purpose of an Indemnification Clause 

The primary purpose of an indemnification clause is to make another party responsible for paying for the losses, damages, and out-of-pocket expenses of defending your business in court if someone should sue your company under specific circumstances. When you indemnify someone, you’re taking on the responsibility to pay for the losses and damages on behalf of another party.  

Examples of Indemnification Clauses 

Here are a few examples of how indemnification clauses work in real-life scenarios:  

  1. A landlord leases a building to a dance studio. The landlord adds an indemnification clause to the leasing contract, which states that the dance studio is responsible for paying for any damages and court costs if someone sues the dance studio after suffering an injury at the facility.  
  1. A wedding venue contracts a DJ. During the festivities, a wedding guest trips on one of the DJ’s power cords and is injured. The wedding guest sues the venue and DJ. Since there was an indemnification clause in the DJ’s contract, the DJ is responsible for reimbursing the wedding venue’s costs of defending themselves in court and the fees for the lawsuit brought against them.  
  1. A business owner hires a commercial contractor to outfit a new office building. During construction, a pipe burst and water spilled on the floor. A customer walked by and slipped and fell. The customer sues the business owner. However, since the business owner included an indemnity clause in their contract, the contractor is responsible for reimbursing the business for the customer’s losses and damages.   

Elements of Indemnification Clauses  

Indemnification clauses should be narrow in scope and specific. Vaguely worded clauses are hard to defend in court. Several elements need to be included to craft an effective indemnification clause. First, language such as “defend,” “hold harmless,” or “indemnify” should be included in the clause. The clause should name the indemnifying party (the person responsible for paying damages) and the indemnified party (the person who suffered the harm or loss). The clause should state specific events and instances that would cause this clause to take effect, along with the maximum compensation a company would receive for out-of-pocket expenses and court fees. The clause should also include types of exclusions and a statute of limitations for when claims can be brought against the indemnifying party.  

Drafting Indemnification Clauses in Business Contracts  

In Florida, indemnification clauses for construction contracts must follow the guidelines stated in Florida Statute 725.06. Indemnification clauses are a highly complex aspect of business contracts, so it’s important to have experienced business attorneys like the ones at The Boutty Law Firm help you draft and review the indemnification clause to ensure its legally enforceable. Call our office at (407) 622-1395 or use our online live chat feature to get started.


What is Considered a Breach of Contract?

Contracts are an essential part of any business relationship, whether you are a freelancer, a small business owner, or the CEO of an international corporation. Contracts ensure both parties are on the same page regarding payment terms, conditions, and details about how a service will be provided or a product will be delivered. Breaches of contracts occur when one party fails to adhere to or perform one of the tasks listed in the contract. When this happens, you may need to go to court to recover damages caused by the breach. Below, we discuss how to determine if a breach of contract occurred and what to do about it.

Was a Valid Contract in Place?

There must be a legally binding contract in place for a breach of contract to have occurred. Legally binding contracts must be in writing and have the following elements:

  • Offer—A service or product that is exchanged for something of value.
  • Consideration—The item of value. It is important to note that not all considerations are monetary.
  • Acceptance—An action that shows both parties agree to the terms. Signing a contract or putting down a deposit are forms of acceptance.

Did a Material Breach Occur?

Material breaches occur when one party fails to perform a critical action listed in the contract. You must prove there was a significant violation of your agreement that caused harm to you or your business. You must show you attempted to follow the terms of the contract and that the defendant had everything needed to perform his or her duties. Minute details like a typo in the agreement would not be considered a material breach.

Did the Breach Cause Damage?

The other party’s failure to fulfill the contract must have caused quantifiable monetary damages. Here are the types of damages that a breach of contract may cause:

General Damages

General damages are direct monetary losses caused by the contract breach. They can include the cost of replacing a product that failed to be delivered.

Special Damages

These damages are indirect damages caused by the breach but not directly related to it. They could include profit losses due to delays in getting the product or service. To seek compensation for special damages, you will need to show you took steps to mitigate your damages as much as possible (such as finding a new vendor or doing the task yourself).

Expectation Damages

Expectation damages provide monetary compensation for the value the product or service would have provided to your business. It includes the potential profit your company could have gained if you sold the product as originally stated in the contract.


Rescission voids the contract entirely, stating the breach was so substantial that it is no longer legally binding. When this occurs, you do not need to pay for any services. The contract is canceled, and you are entitled to a full refund.

Boutty Law Firm: Central Florida Business Attorney

Contract breaches can cost your business a significant amount of time and money. Let the Boutty Law Firm defend your rights and help your business get back on track. We help business owners in Seminole and Orange counties in all aspects of business and real estate law. Call us at 407-710-0461 or visit our office in Maitland to discuss your case.


How Do Community Zoning Laws Affect Your Business Expansion?

Zoning laws exist to help communities expand and grow effectively. Community zoning laws help create thriving economies with space for different types of businesses and residential properties. Zoning is usually part of a town’s “master plan,” a comprehensive strategy of how the city would like to grow in the future. Zoning is an important legal matter because it determines where you may build a commercial structure, open a new business, or construct a home or subdivision. Therefore, it is essential to understand how a local municipality’s zoning laws will affect your plans to build a new home or business. 

What are zoning laws? 

Zoning laws are legal ordinances that divide the land in a city or town into distinct sections, called districts. Zoning regulations specify what kinds of structures can be put in specific community areas, restricting the type of buildings allowed within the particular district. They also regulate the building size and location, such as how tall the building can be, lot size, density of the surrounding area, and square footage. 

Why are zoning laws necessary? 

Restricting the types of businesses and structures within a district allows for different enterprises to flourish. Zoning laws can influence the overall community structure and tone. For instance, by separating commercial zones from residential ones, homeowners can live in an area with limited traffic and less noise than if a commercial building was allowed in the same place. Zoning laws can also help restore and maintain the historic integrity of a particular area, as seen in the historic downtowns of many of the cities located in Central Florida. 

Local zoning districts 

Zoning districts may vary between individual cities, but generally, they fall into categories and subcategories of commercial and residential properties. For example, in Orange County, there are five zoning districts: 


This zoning district may include office spaces, wholesale commercial structures, retail shopping complexes, and stores. 


Industrial zones are for factories, manufacturing plants, and storage facilities. In Orange County, there are three subcategories of industrial zones: light, medium, and heavy. 


Just like industrial districts, there are several subcategories within this zoning district as well. Residential communities may include specified rural areas, mobile home parks, University residential districts, urban villages, and residential subdivisions.  


Agricultural zones include farmland. In Orange County, there is even a special denotation for citrus farming.


 If you are looking to open a business in an area that is not currently zoned for it, you can apply to amend the current zoning code. To apply to amend the zoning district, you will need to contact the county’s Planning Division. Suppose there is a disagreement about what type of district your business belongs to. In that case, there may need to be a public hearing where people can voice their opinions on the new construction. 

Central Florida zoning and land use attorneys 

The Boutty Law Firm offers experienced real estate attorneys who guide you through various real estate-related issues such as applying for the correct permits, negotiating, and litigating real estate issues. Contact our Maitland office at 407-622-1395 to get started. 

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