Non-Disclosure Agreement for New York
Generate an NDA that complies with New York law, with NY-specific clauses, legal requirements, and jurisdiction-aware protections.
New York legal context
New York does not have a state-specific trade secrets act but relies on common law and the federal Defend Trade Secrets Act (DTSA). New York courts enforce NDAs strictly based on consideration and reasonableness. Non-compete provisions within NDAs are scrutinized under the reasonableness standard, and recent legislative proposals have sought to ban them entirely.
What's required
New York Trade Secret Definition
Ashland Mgmt. Inc. v. Janien, 82 N.Y.2d 395 (1993)
Sexual Harassment NDA Restrictions
NY Gen. Oblig. Law § 5-336; NY CPLR § 7515
DTSA Immunity Notice
18 U.S.C. § 1833(b) (DTSA Immunity)
New York Governing Law and Jurisdiction
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)
What's prohibited
Non-disclosure clause preventing disclosure of sexual harassment facts
New York law (Gen. Oblig. Law § 5-336, amended 2023) restricts NDAs in sexual harassment cases. NDA provisions relating to sexual harassment claims require a 21-day consideration period and 7-day revocation period, and the complainant must affirmatively prefer confidentiality. Provisions that categorically silence sexual harassment disclosures are unenforceable.
Prohibition on filing complaints with government agencies
NDAs cannot prevent parties from filing complaints with or cooperating in investigations by government agencies such as the EEOC, NY Division of Human Rights, or other regulatory bodies.
Key NY statutes
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833-1839
Primary statutory framework for trade secret claims in New York (no state UTSA).
Common Law Trade Secret Protection
NY Common Law
New York relies on common law for trade secret definitions and misappropriation claims.
New York-specific considerations
Common Law Framework
New York has not adopted the Uniform Trade Secrets Act. Trade secret disputes rely on common law factors including the extent of secrecy measures.
Non-Compete Scrutiny
New York courts scrutinize non-compete restrictions within NDAs for reasonableness in duration, geography, and scope.
Adequate Consideration
Continued employment may serve as consideration for current employees signing NDAs, but additional consideration strengthens enforceability.
Why this matters in New York
No state Uniform Trade Secrets Act, relies on common law
Federal DTSA is the primary statutory trade secret framework
Non-compete provisions are enforceable but closely scrutinized
Strong blue-pencil doctrine allows courts to modify overbroad terms
Frequently asked questions
Non-Disclosure Agreement in other jurisdictions
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