Non-Disclosure Agreement
Protect client tax data with a Florida-specific non-disclosure agreement for tax preparation firms. Comply with GLBA, IRC, and Florida Deceptive and Unfair Trade Practice
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Tax preparation firms in Florida routinely handle highly sensitive client information including W-2 forms, 1099 statements, deduction schedules, depreciation calculations, and estimated tax payment... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that any unauthorized disclosure of client tax information may constitute an unfair or deceptive trade practice under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), Fla. Stat. § 501.201 et seq. Accordingly, the Receiving Party shall implement and maintain administrative, technical, and physical safeguards at least as rigorous as those required under the Gramm-Leach-Bliley Act (GLBA) and shall promptly notify the Disclosing Party of any suspected breach within the timeframe required by Florida law. In the event of a violation, the Receiving Party agrees to indemnify the Disclosing Party for all regulatory fines, IRS penalties assessed under Treasury Department Circular 230, and third-party claims arising from the breach. This provision survives termination of the agreement and is intended to satisfy the legitimate business interests recognized under Fla. Stat. § 542.335. The parties further agree that any public-records request received by the Receiving Party under Fla. Stat. § 119 shall be immediately forwarded to the Disclosing Party for response.
All client tax-return information, including W-2, 1099, deduction worksheets, depreciation schedules, estimated tax calculations, and amended-return workpapers, constitutes Confidential Information. The Receiving Party warrants that it holds a current Preparer Tax Identification Number (PTIN) where applicable and will adhere to the due-diligence and competency standards set forth in Treasury Department Circular 230 § 10.34 and § 10.37. The Receiving Party shall not disclose such data except to employees or subcontractors who have executed equivalent confidentiality agreements and have a legitimate need to know for the limited purpose of assisting with tax-preparation services. Any electronic transmission of such data must utilize encryption meeting or exceeding IRS Publication 1075 standards. Breach of this clause shall entitle the Disclosing Party to seek injunctive relief in addition to monetary damages, and the Receiving Party shall reimburse all reasonable attorney fees incurred in enforcing this provision.
The parties agree that any liability arising from the disclosure or misuse of confidential tax information shall be limited in accordance with the limitation-of-liability clause contained in the parties’ underlying tax-preparation engagement letter. This limitation shall not apply to gross negligence or willful misconduct. By executing this Non-Disclosure Agreement, the Receiving Party expressly acknowledges the potential for Errors and Omissions claims under Florida common law and agrees that the Disclosing Party’s maximum aggregate liability shall not exceed the total fees paid to the Receiving Party in the twelve months preceding the claim. This provision is intended to allocate risk in a manner consistent with industry standards for Florida tax preparation firms and satisfies the requirement for a meeting of the minds under Fla. Stat. § 725.01.
Upon termination of the engagement or at the Disclosing Party’s written request, the Receiving Party shall, within ten business days, return or certify in writing the secure destruction of all physical and electronic materials containing confidential tax information. Destruction must follow NIST SP 800-88 guidelines and any additional requirements imposed by the Florida Department of Revenue for records containing taxpayer data. The Receiving Party shall provide a signed certificate of data destruction that references the specific client matters involved. Failure to comply constitutes a material breach and triggers the remedies set forth in this Agreement, including the right to seek equitable relief in a court of competent jurisdiction located in the designated Florida county. This obligation survives any expiration or termination of the NDA and is enforceable under both federal GLBA rules and Florida public-records considerations.
[data types shared]
[permitted recipients]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
Tax preparation firms in Florida routinely handle highly sensitive client information including W-2 forms, 1099 statements, deduction schedules, depreciation calculations, and estimated tax payment records. A single breach can trigger IRS penalties under Circular 230, expose the firm to Errors and Omissions liability, and invite identity theft claims. Consider a Florida CPA firm that prepares amended returns for high-net-worth clients in Miami-Dade County: when a contracted bookkeeper accidentally emails a spreadsheet containing Social Security numbers and bank details to the wrong party, the firm faces potential actions under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) and must demonstrate it took reasonable protective steps. Our Florida-tailored Non-Disclosure Agreement for tax preparation firms explicitly defines tax-return data and client financials as Confidential Information, imposes strict obligations aligned with Gramm-Leach-Bliley Act safeguards, and includes jurisdiction under Florida law per Fla. Stat. § 542.335. It addresses common contractual pain points such as scope of services, liability limitations, and data-breach notification duties. By using this document you mitigate breach-of-confidentiality risks, satisfy IRS PTIN compliance expectations, and give your firm enforceable remedies including injunctive relief and attorney fees. Whether you subcontract preparers, share data with E&O insurance auditors, or collaborate with enrolled agents, this NDA ensures your Florida tax practice remains protected while maintaining the trust essential to every client relationship. (218 words)
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Tax Preparation Firm:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
Breach of Confidentiality
Implement and maintain Data Protection Policies, comply with GLBA requirements, and use confidentiality agreements to protect client data.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Internal Revenue Code (IRC)
Governs all federal tax-related activities including tax preparation. Tax preparers must comply with the rules and standards defined by the IRS under the IRC.
Enforced by Internal Revenue Service (IRS)
Treasury Department Circular 230
Sets forth regulations governing practice before the IRS, including the duties and restrictions relating to tax preparers and standards of competence.
Enforced by U.S. Department of the Treasury
Gramm-Leach-Bliley Act (GLBA)
Requires tax preparers to protect the privacy of consumer financial information, specifically ensuring safeguards for client data.
Enforced by Federal Trade Commission (FTC)
State Board of Accountancy Regulations
State-specific regulations which may require registration of tax preparation firms, especially if they offer CPA services.
Enforced by State Board of Accountancy
Recommended coverage: Errors and Omissions (E&O) Insurance · General Liability Insurance · Cyber Liability Insurance · Fidelity Bonds
Florida tax preparers face unique risks under the Florida Deceptive and Unfair Trade Practices Act and must comply with GLBA data-security rules and IRS Circular 230. A standard NDA lacks the industry-specific definitions for W-2, 1099, and client depreciation data that courts expect when evaluating breach claims. Our form includes Florida governing-law language and remedies tailored to tax-practice liabilities.
Confidential Information expressly includes all client tax returns, supporting schedules, estimated tax calculations, amended-return workpapers, and any personally identifiable financial data received during engagement. Exclusions follow standard law but are narrowed to protect against identity-theft claims common in Florida tax practices.
The agreement requires perpetual confidentiality for tax-return data to satisfy IRS record-retention rules and GLBA safeguards. For other proprietary firm information, a five-year post-termination period is standard, consistent with Florida case law interpreting reasonable duration under Fla. Stat. § 542.335.
Yes. By requiring the receiving party to acknowledge GLBA and Circular 230 obligations and including an express limitation-of-liability clause tied to the engagement letter, the NDA strengthens your defense in Errors and Omissions or FDUTPA actions. It also mandates prompt breach notification required by Florida law.
While not a substitute for a full data-security policy, this NDA satisfies the written-agreement expectations under Treasury Circular 230 § 10.51 and helps demonstrate reasonable safeguards under the Gramm-Leach-Bliley Act. Florida tax firms should pair it with PTIN registration and annual staff training.
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