New York Non-Disclosure Agreement (NDA)

The New York Non-Disclosure Agreement (NDA), otherwise known as a “Confidentiality Agreement,” is a document used by companies and individuals alike to protect trade secrets, which are segments of information that benefit the company or individual holding onto them in one way or another. If the secrets will need to be shared with an outside entity, the NDA legally restricts the party learning the information from disclosing it with anyone not strictly stated in the agreement.

Trade Secret Law

New York is a notable state in regards to NDAs because they have not accepted the Uniform Trade Secrets Act (UTSA), which was designed to be adopted by the states to make Trade Secret laws consistent across the country. Although the state has not adopted the act, trade secrets that have been stolen are still covered by common law. Here you can view New York’s Definitions, Remedies, and the Statute of Limitations regarding situations involving misappropriation of trade secrets.

How to Write

Step 1 – Download

Download the contract in Microsoft Word (.docx) or Adobe PDF (.pdf).

Step 2 – Editing & Negotiation

The first step that should be taken following the downloading of the NDA is to have the owner of the information (the “Disclosing Party”) go through the template to ensure it contains the conditions unique to the situation.

Ensuing the initial edits to the contract, the parties should then sit down to go through the contract, negotiating any terms if necessary. It is essential that all the involved parties agree on the conditions laid out in the document prior to signing to thwart any future disagreements and / or legal trouble.

Step 3 – Identification of the Parties

The agreement can now be completed. Start by entering the Date that the agreement will be going into effect. Then have each party write their Name and Address. Tip: Having the Receiving Party sign as an LLC can put the liability on the company instead of the person in the event of a breach of contract.

Step 4 – Signatures

Head to the table at the bottom of the last page. Here, the parties will need to enter their Printed NamesTitles (within their companies), and Dates they are signing the contract. Then, to make the contract official, both parties will need to Sign their names. This can be done either by hand after printing the document, or by using a digital key with our PDF version of the NDA.