Fillable Form New York Non-Disclosure Agreement

What is the New York Non-Disclosure Agreement?

The New York Non-Disclosure Agreement, also referred to as a Confidentiality Agreement or Noncompete Agreements, is an agreement between the employer and the employees, in which the latter shall promise not to disclose sensitive information about the company to third persons.

You may download a PDF copy of the Non Disclosure Agreement Template New York from websites that offer document templates. But you may electronically fill it out on PDFRun for your convenience.

How to fill out the New York Non-Disclosure Agreement?

Provide all necessary information in the Non Disclosure Agreement New York. Make sure that everything you enter is true, accurate, and correct.

Date

Enter the date the Agreement is made and entered into.

Company

Enter the name of the company.

Street Address

Enter the complete address of the company.

State

Enter the state of the company.

ZIP Code

Enter the ZIP code of the company.

Recipient

Enter the name of the recipient.

Street Address

Enter the complete address of the recipient.

State

Enter the state of the recipient.

ZIP Code

Enter the ZIP code of the recipient.

Whereas Clauses

The whereas clauses of the New York Non Disclosure Agreement contemplate the parties, the disclosure of Confidential Information, and the maintenance of the secret nature of the Confidential Information.

Confidential Information

This paragraph states what the Confidential Information includes under this Agreement. It shall include, but is not limited to, documents, records, data and information (whether verbal, electronic, or written), models, drawings, apparatus, sketches, designs, schedules, product plans, and other information relating to the Company’s business or information designated as confidential.

Form of Disclosure

This paragraph states that Confidential Information may be in oral, visual, demonstrative, or other forms not permanently recorded. They are considered Confidential Information whether or not they have been expressly designated as confidential or proprietary.

Period of Confidentiality and Non-Use

This paragraph states the period of confidentiality of the Confidential Information. The Recipient shall maintain strict confidence for five years from the effectivity date of this Agreement. The Recipient shall not disclose any Confidential Information it receives from the Company to any third party or use them for its own or other’s benefit, except for business transactions obligated by the Company it may enter into with.

Exclusions

This paragraph states the following information is not deemed Confidential Information:

• Information known in the possession of and documented by the Recipient through no wrongful act of Recipient before the Company discloses information to Recipient;
• Information is or becomes publicly known through no wrongful act of Recipient or no breach of any obligation to Company;
• Information is rightfully received from a third party who is not subject to restrictions on the use and disclosure of such information in favor of the Company; or
• Information is approved for release through written authorization from Company.

Disclosure Required By Law

This paragraph states that the Recipient is requested or required by a government or court order, or similar process, to disclose any Confidential Information supplied to it by the Company, the Recipient shall provide the Company with prompt notice of such request so that the Company may seek an appropriate protective order or waive the Recipient’s compliance with the Agreement’s provisions.

Indemnification

This paragraph states that the Recipient shall reimburse, indemnify and hold harmless Company from any damage, loss, penalty, cost, or expense incurred by the Company as a result of or in connection with the use or disclosure of the Confidential Information country to the terms of this Agreement by the Recipient.

No Public Comment

This paragraph states that the Recipient shall not make any public comment, statement, or communication to any third party of any Confidential Information or any matter relating to the Subject Matter without the prior written consent of the Company.

Notice of Unauthorized Use or Disclosure

This paragraph states that the Recipient shall notify the Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Recipient or any third party.

The Recipient will also cooperate with the Company in every reasonable way to help the latter regain possession of the Confidential Information and prevent its unauthorized use or disclosure.

Ownership and Return of Confidential Information

This paragraph states that all Confidential Information disclosed to the Recipient shall remain the property of the Company.

No License

This paragraph states that nothing in this Agreement shall be construed as granting or conferring to Recipient any rights, license, or otherwise in or to any Confidential Information disclosed by Company to Recipient as a result of this Agreement.

Survival

This paragraph states that the Recipient’s obligations of non-disclosure under this Agreement shall survive until all Confidential Information has been returned to the Company or the Company certifies its destruction.

Relationship

This paragraph states that this Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement.

No Waiver

This paragraph states that neither party waives any rights in invention or development lawfully possessed by them at the time the Agreement is signed.

Binding Agreement

This paragraph states that the Non Disclosure Agreement New York shall be binding upon the Recipient and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling or controlled by the Recipient and shall inure to the benefit of the Company and all corporations controlling the Company or controlled by the Company.

Injunctive Relief

This paragraph states that the Company shall be entitled to such injunctive or equitable relief, without waiving any other rights or remedies, if the Recipient violates the Agreement. These remedies 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.

Prevailing Party

This paragraph states that the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses if either party employs attorneys to enforce any rights out of or related to this Agreement.

Governing Law

This paragraph states that the governing law for the New York Non-Disclosure Agreement shall be the laws of the State of New York, without regard to principles of conflict or choice of laws. The Recipient consents to the venue and jurisdiction of the Company.

Assignment

This paragraph states that this Agreement will not be assigned by the Recipient unless there is written consent from Company.

Entire Agreement

This paragraph states that this is the entire Agreement between the parties relative to the protection of Confidential Information. This Agreement also supersedes all previous communications, reports, and understanding between them in respect thereto.

Severability

This paragraph states that if a court makes a final determination that a provision of this Agreement is illegal, invalid, or unenforceable, and all rights to appeal the determination have been exhausted, the following shall apply:

• The remaining provisions of this Agreement shall not be affected or impaired; and
• The provisions of this Agreement shall be construed to give effect to the intent manifested by the provisions held invalid, illegal, or unenforceable.

Headings

This paragraph states that the Agreement’s headings are only used for reference and shall not affect the meaning of other provisions.

Counterparts

This paragraph states that this Agreement may be executed in several counterparts, including signing a facsimile copy. Each counterpart shall be deemed an original and all counterparts shall constitute the same instrument.

Recipient’s Signature

Have the recipient affix their signature.

Date

Enter the date the recipient signed the Agreement.

Print Name

Have the recipient enter their full legal name.

Representative’s Signature

Have the company’s representative affix their signature.

Date

Enter the date the representative signed the Agreement.

Print Name

Have the representative enter their full legal name.

Frequently Asked Questions About the New York Non-Disclosure Agreement

How to file the New York Non-Disclosure Agreement?

Before the Non Disclosure Agreement New York be signed and enforced by the court, you must consider the following:

• The confidentiality or restraint must be seen as reasonable in that it is required for the protection of the interest of the company.
• The courts restrict interests to the “protection against misappropriation of the employer’s trade secrets or confidential customer lists, or protection from competition by a former employee.”
• There must be a reasonable limitation to the Non-Disclosure Agreement.

Both parties must affix and date their signatures and print their full legal names. Once finalized, each party must receive a copy of the document for recordkeeping purposes.

Are NDAs enforceable in New York?

It depends. New York courts have not specifically addressed the issue of whether NDAs are enforceable in the state.

Ensure whether your NDA is enforceable in New York by having an experienced attorney review it. Generally, to be valid, an NDA must be in writing, signed by both parties, and must contain certain language outlining the confidential information to be protected and the duties of the parties.

If you have questions about whether your NDA is enforceable in New York, or if you need help drafting or enforcing an NDA, contact an experienced business attorney.

What are the key elements of a non-disclosure agreement?

There are four key elements that should be included in every non-disclosure agreement:

1. Parties — The agreement should identify the parties to the agreement, which will typically be the potential buyer and seller.
2. Confidential Information — The agreement should identify what information is considered confidential. This could include business information or plans, financial information, customer lists, etc.
3. Purpose of the Agreement — The agreement should state why the parties share confidential information. For example, if you are considering selling your business, you may share confidential information with a potential buyer so they can conduct due diligence on the purchase.
4. Duration of the Agreement — The agreement should specify how long the agreement will be in effect. This is important because it sets a timeframe for when the parties can use or disclose confidential information. After the duration expires, the parties are free to use or disclose the information as they see fit.

If you are considering sharing confidential information with another party, it is crucial to have a non-disclosure agreement in place to protect your interests. These agreements can be customized to fit your specific situation and should be reviewed by an attorney before signing.

How enforceable is a non-disclosure agreement?

It depends on the agreement itself and the jurisdiction in which it was signed. Generally speaking, however, most agreements are enforceable to some extent. If one party breaches the agreement, the other party may be able to sue for damages. However, it can be difficult to prove damages in these cases, so it is important to consult with an experienced attorney before signing any non-disclosure agreement.

What are the consequences of a breach of a non-disclosure agreement?

If one party breaches a non-disclosure agreement, the other party may be able to sue for damages. However, it can be difficult to prove damages in these cases, so it is important to consult with an experienced attorney before signing any non-disclosure agreement. In some cases, a court may also order the breaching party to pay the other party's legal fees.

What are the three types of non-disclosure?

There are three primary types of non-disclosure agreements:

1. Unilateral NDA — Also known as a one-way NDA, it is used when only one party is disclosing information. This type of agreement is often used in business relationships where one party has information that could give them an advantage over the other.
2. Bilateral NDA — Also called a two-way NDA, it is used when both parties are exchanging information. This type of agreement is common in joint ventures or other collaborative business relationships.
3. Multilateral NDA — It is used when there are three or more parties involved in the exchange of information. This type of agreement is typically used in situations where there is sensitive information being shared among multiple parties, such as in a business merger or acquisition.

There are also a few other less common types of NDAs, such as:

• Non-compete agreement — This type of NDA is used to prevent an individual from sharing information that could be used to compete with the company.
• Confidentiality agreement — This type of NDA is used to protect confidential information, such as trade secrets or proprietary data.
• Employee NDA — This type of NDA is used to protect an employer's confidential information, such as business plans or customer lists.
• Independent contractor NDA — This type of NDA is used to protect an employer's confidential information when working with an independent contractor.

The choice of which type of NDA to use depends on the specific situation and the information that is being exchanged. It is important to consult with an attorney to ensure that the NDA is properly tailored to the situation.

Does an NDA hold up in court?

It depends on the specifics of the NDA and the situation. If both parties sign an NDA, it is a legally binding contract. However, there are circumstances where an NDA may not be enforceable in court. For example, if one party can prove that the information was already known to them before signing the NDA, or if the information is considered to be public knowledge, then the NDA may not hold up in court. Additionally, if one party breaks the NDA, the other party may be able to sue for damages.

To determine whether an NDA is enforceable, it is advisable to consult with an attorney.

What happens if you break an NDA?

If you break an NDA, you may be subject to legal consequences, including damages and attorneys' fees. You may also be barred from future use of confidential information. Additionally, breaking an NDA may damage your business relationships and reputation.

In general, here are some potential consequences of breaking an NDA:

• You may be sued for damages — This is the most likely consequence of breaking an NDA. The party that you signed the agreement with can sue you for any damages that they incur because of your breach. This could include lost profits, lost business opportunities, and damage to their reputation.
• You may be required to pay attorneys' fees — In addition to damages, the party that you breached your NDA with may also be able to recover their attorneys' fees.
• You may be barred from using confidential information in the future — If you break an NDA, the court may order that you are no longer allowed to use or possess the confidential information that was covered by the agreement.
• Your business relationships may be damaged — Breaking an NDA can damage your relationships with the other party, as well as your business reputation.
• You may face criminal charges — In some cases, breaking an NDA may also be a crime, such as if you disclose classified information. If you are charged with a crime, you could face fines and jail time.

These are just some of the potential consequences of breaking an NDA. If you want to make sure that you don't face any legal penalties, it's important to read over your agreement carefully and make sure that you understand all of the terms. If you have any questions, you should consult with an attorney before signing the agreement.

Does a one-way NDA need to be signed by both parties?

A one-way NDA does not need to be signed by both parties. However, it is advisable to have both parties sign the agreement to ensure that both sides understand the terms of the agreement and are legally bound by them. If only one party signs the agreement, it may be more difficult to enforce the terms of the agreement if there is a dispute.

How do I get around a nondisclosure agreement?

If you are bound by a nondisclosure agreement, there are a few ways to get around it:

• Talk to your lawyer — They will be able to advise you on the best course of action. This will ensure that you do not violate the agreement and get into legal trouble.
• Get written permission — If you want to discuss the information with someone, you will need to get written permission from the party who owns the information. This way, there is a record that you have been given permission to discuss the matter.
• Redact information — When sharing information, be sure to redact any sensitive information. This means obscuring or removing any identifying details that could lead back to the source of the information.
• Use generalized terms — When discussing the information, avoid using specific details that could identify the source. Instead, use general terms and descriptions that cannot be traced back to anyone in particular.
• Keep information to yourself — The best way to avoid violating a nondisclosure agreement is to simply not discuss the information with anyone. If you do not have permission to share the information, it is best to keep it to yourself.

These are a few ways to get around a nondisclosure agreement. If you are bound by one, be sure to talk to your lawyer and get written permission before discussing the matter with anyone. You should also avoid using specific details that could identify the source of the information.

Can you refuse an NDA?

It is possible to refuse to sign an NDA, although there may be consequences for doing so. For example, if you are refusing to sign an NDA in order to avoid disclosing trade secrets, the company may take legal action against you. If you are refusing to sign an NDA because you believe it is unreasonable or unfair, the company may choose not to do business with you. Ultimately, whether or not you sign an NDA is up to you and depends on your individual circumstances.

How long does an NDA last?

There is no one definitive answer to this question, as the length of time an NDA lasts will depend on the specific details and provisions of the agreement. However, in general, NDAs are typically valid for a period of time ranging from one to five years. After this initial period expires, the parties involved are free to disclose any information that was covered under the NDA.

An NDA should clearly state the duration of the agreement, as well as what will happen when the NDA expires. This way, both parties will know what to expect and can plan accordingly. If you have any questions about the specifics of your NDA, be sure to consult with an experienced attorney who can help you understand your rights and obligations under the agreement.

Does an NDA cover illegal activity?

No, an NDA does not cover illegal activity. Any illegal activity that occurs during the course of your business relationship with the other party should be reported to the authorities immediately. NDAs are meant to protect sensitive information, not to cover up criminal activity.

An NDA is under the jurisdiction of civil law, not criminal law. This means that if a party breaks an NDA, the only recourse is to file a lawsuit against them in civil court. The court can then order the breaching party to pay damages to the non-breaching party. They may also order the breaching party to stop disclosing confidential information. However, the court cannot criminally punish the breaching party.

If you are aware of illegal activity that has occurred during the course of your business relationship with another party, you should report it to the authorities immediately. Do not try to cover up the activity by signing an NDA.

Can an NDA conceal a crime?

This is a difficult question to answer definitively, as it can depend on the specific details and language of the NDA itself. However, in general, an NDA would not be able to protect someone who has committed a crime. This is because NDAs are typically only used to protect private information or trade secrets, not criminal activity. If someone were to try and use an NDA to cover up a crime, it is likely that law enforcement would be able to see through this and take appropriate action. Therefore, it is important to remember that NDAs should not be used to hide illegal activity; if you are concerned about possible criminal liability, you should consult with an attorney instead.

What makes an NDA unenforceable?

There are a few key reasons that can make an NDA unenforceable in court:

• The agreement is not clear — If there is ambiguity about what exactly is supposed to be kept confidential, a court is unlikely to enforce the agreement.
• The agreement does not have reasonable protections — An agreement that does not have reasonable protections for the information to be kept confidential is also unlikely to be enforced.
• The agreement is overly broad — An NDA that covers too much information or lasts for too long is also likely to be unenforceable.
• The agreement has been breached — If the confidentiality agreement has already been breached, it is likely to be unenforceable.
• The agreement is a violation of public policy — NDAs that would prevent someone from reporting illegal activity or blowing the whistle on fraud are not enforceable.

These are just some of the reasons that an NDA might not be enforceable in court. If you're considering signing an NDA, be sure to have a lawyer look it over to ensure that it is valid and enforceable.

What is not protected by an NDA?

There are several types of information that are not typically protected by an NDA, including:

• Publicly available information — This includes information that is already in the public domain, such as through news sources, books, or other published materials.
• Independently developed information — This refers to information that you or someone else develops without using any of the protected information. For example, if you develop a similar product without using any confidential information, then this would not be covered by the NDA.
• General knowledge — This includes common knowledge or skills that can be easily learned or acquired through normal means. For example, commonly used phrases or methods would not be protected under an NDA.

NDAs should also not be used to protect against:

• Illegal or unethical behavior — An NDA cannot be used to cover up illegal or unethical behavior, and any such attempt may void the agreement.
• Fraudulent misrepresentation — An NDA also cannot be used to commit fraud or make false claims. Again, any such attempt may void the agreement.

To be legally binding, an NDA must be signed by all parties involved. If you're asked to sign an NDA, be sure to read it carefully and understand what information is being protected and what you can and cannot do with that information.

What's an NDA violation?

An NDA violation occurs when someone who has signed a non-disclosure agreement (NDA) discloses information that is supposed to be kept confidential. NDAs are typically used in business situations, such as when two companies are negotiating a merger or partnership, or when an employee is hired by a company and given access to trade secrets or other sensitive information.

Violating an NDA can have serious consequences, including legal action and damages. If you're accused of violating an NDA, you should consult with an experienced attorney to discuss your options and potential defenses.

What are the consequences of non-disclosure?

Non-disclosure has several potential consequences, including legal ones. For example, if you sign a non-disclosure agreement (NDA) and then break it, you could be sued for breach of contract. In some cases, such as when trade secrets are involved, you could also be subject to criminal charges. Additionally, if you fail to disclose important information about yourself (such as a previous criminal conviction), you could be accused of fraud. Finally, even if there are no legal repercussions, failing to disclose information can damage your reputation and relationships.

What are the important clauses in a nondisclosure agreement?

There are several key clauses that should be included in a nondisclosure agreement, including:

• The parties involved — This clause identifies the individuals or organizations who will be bound by the terms of the agreement.
• The purpose of the agreement — This clause defines the scope of the information that is to be kept confidential.
• The duration of the agreement — This clause establishes how long the nondisclosure agreement will remain in effect.
• The consequences of breaking the agreement — This clause outlines the penalties that may be imposed if one party violates the terms of the agreement.
• The choice of law — This clause specifies which state's laws will govern the interpretation and enforcement of the agreement.

It is important to consult with an experienced attorney to ensure that your nondisclosure agreement contains all of the necessary clauses and is properly customized for your specific situation.

Related Articles:

• Nondisclosure Agreements Under New York Law
• Enforceability of Non Disclosure Agreements in New York
• 3 Types of Non Disclosure Agreements (NDAs)
• A Practical Guide to New York’s Confidentiality Waiver Requirements for Employment Discrimination Settlement Agreements