Non-Disclosure Agreement (NDA)New YorkContinue ↓

New York Non-Disclosure Agreement (NDA) (2026)

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

Updated September 2026≈ 5 minReviewed against Ashland Mgmt. v. Janien, 82 N.Y.2d 395 · N.Y. Gen. Oblig. Law § 5-336 · BDO Seidman v. Hirshberg, 93 N.Y.2d 382
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Sample first page of the Non-Disclosure Agreement (NDA). Your answers fill in the blanks; the clauses required in New York are added automatically.

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Sample first page of the Non-Disclosure Agreement (NDA): title block and opening sections with blanks to fill

Sample first page of the Non-Disclosure Agreement (NDA). Your answers fill in the blanks; the clauses required in New York are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Mutual, one-way or employee NDA
  • Purpose of disclosure and effective date
  • Definition of Confidential Information and exclusions
  • Marked-only or all non-public information
  • Receiving party's duties and permitted disclosures
  • Compelled disclosure and residuals
  • Whistleblower, NLRA and Speak Out Act carve-outs
  • DTSA notice and state employee-NDA language
  • Term, return of materials and trade-secret survival
  • Remedies, injunction, governing law and disputes

New York rules that this document follows

Trade secret statuteNew York common law of trade secretsSource: 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)
Employee NDA noticeState-required carve-out language added automatically for employee NDAsSource: N.Y. Gen. Oblig. Law § 5-336
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-10-27. 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; tick the employee box for staff and applicants. 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.

Governing-law note: this NDA uses New York law and courts; an employee who lives and works in another state may be able to insist on that state's law (e.g., Cal. Lab. Code § 925).

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 protects trade secrets under the New York common law of trade secrets (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)).

Can the NDA stop the other side from hiring my employees?

A narrow clause is optional: it covers only employees directly involved in the Purpose, lasts 12 months and is tied to the collaboration, which is what courts and antitrust regulators expect (BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)).

Other names

  • confidentiality agreement
  • mutual NDA
  • one-way NDA
  • employee confidentiality agreement
  • non-disclosure form
  • secrecy agreement
  • confidential disclosure agreement
  • CDA

Related documents

Other states

FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.