New York NDA Template
Reviewed by the Agiled editorial teamUpdated June 2026
NDAs are enforceable in every state — what changes in New York is the statute behind them, the carve-outs the law forces into them, and how courts treat NDA terms that drift toward non-compete territory. This page covers the New York layer; the download is our standard mutual/unilateral NDA, ready to adapt.
New York NDA rules at a glance
| Trade secret law | Common law plus the federal DTSA — New York never adopted the UTSA (the only state without it). |
|---|---|
| Harassment / discrimination NDA limits | GOL §5-336 (2018, expanded 2023): harassment/discrimination settlement NDAs allowed only at the complainant's preference, with a 21-day consideration period. |
| Inevitable disclosure doctrine | Mixed — some New York courts have applied the doctrine; the Court of Appeals has never endorsed it. |
| Non-compete-style NDA terms | BDO Seidman reasonableness scrutiny applies to NDA terms that restrain employment; employer good faith required for partial enforcement. |
State laws change frequently and this summary is not legal advice. Verify current rules against the state statute or with a licensed attorney before relying on them.
How New York handles non-disclosure agreements
New York is the UTSA's lone holdout — trade-secret protection rests on century-old common law plus the federal DTSA — which makes contract definitions in the NDA matter more there than anywhere else: the agreement supplies the structure the statute doesn't. Two layers apply everywhere, including New York: the federal Defend Trade Secrets Act gives a federal claim for trade-secret theft, and the federal Speak Out Act voids pre-dispute NDAs over sexual assault and harassment. The state layer above is what changes when you cross a border — verify it before relying on a clause.
New York non-disclosure agreement FAQs
Are NDAs enforceable in New York?
Yes — confidentiality agreements protecting trade secrets and legitimately confidential business information are enforceable in New York, under common law plus the federal DTSA — New York never adopted the UTSA (the only state without it).. The limits arrive at the edges: terms so broad they operate as a non-compete, and clauses muzzling legally protected disclosures (harassment claims, whistleblowing, wage discussions).
Can an NDA cover sexual harassment claims in New York?
GOL §5-336 (2018, expanded 2023): harassment/discrimination settlement NDAs allowed only at the complainant's preference, with a 21-day consideration period. Whatever the state layer says, the federal Speak Out Act independently voids pre-dispute confidentiality terms covering sexual assault and harassment disputes nationwide.
Can an NDA stop someone from working for a competitor in New York?
BDO Seidman reasonableness scrutiny applies to NDA terms that restrain employment; employer good faith required for partial enforcement. The drafting rule: define confidential information specifically, exclude general skills and knowledge, and use a separate, state-compliant non-compete if mobility restraints are actually needed.
How long should an NDA last in New York?
For true trade secrets, protection can be indefinite — secrecy is the legal status, not the clause. For ordinary confidential business information, 2–5 years is the enforceable norm; New York courts treat perpetual restrictions on non-secret information skeptically. Tier the clause: indefinite for trade secrets, fixed-term for everything else.
The full non-disclosure agreement guide
Clause-by-clause guidance, common mistakes, and the complete template text live on the main page: NDA Template — full guide and download.