New York Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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New York rules that this document follows

Trade secret statuteNo UTSA; common-law trade secret protection (Restatement of Torts § 757)Source: Ashland Mgmt. v. Janien, 82 N.Y.2d 395 (1993)
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); facts of discrimination, harassment or retaliation claims unless confidentiality is the complainant's preference, with 21-day consideration and 7-day revocation; no liquidated damages or forfeiture for disclosure (Gen. Oblig. Law § 5-336; CPLR § 5003-b); employee wage discussion (N.Y. Lab. Law § 194(4))Source: N.Y. Gen. Oblig. Law § 5-336 (as amended Nov. 17, 2023); CPLR § 5003-b; N.Y. Lab. Law § 194(4); 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusenforceable — Common-law BDO Seidman test: no greater than needed to protect legitimate interests, no undue hardship, not injurious to public; S4641 (ban below $500,000) pending in 2026Source: BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
Non-solicitationCustomer non-solicits limited to clients the employee actually served (BDO Seidman); employee non-solicits enforceable if reasonableSource: BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in New York

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in New York and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in New York?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. New York enforces trade-secret protection under No UTSA; common-law trade secret protection (Restatement of Torts § 757) (Ashland Mgmt. v. Janien, 82 N.Y.2d 395 (1993)).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); facts of discrimination, harassment or retaliation claims unless confidentiality is the complainant's preference, with 21-day consideration and 7-day revocation; no liquidated damages or forfeiture for disclosure (Gen. Oblig. Law § 5-336; CPLR § 5003-b); employee wage discussion (N.Y. Lab. Law § 194(4)). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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