New York Non-Disclosure Agreement Template

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New York Non-Disclosure Agreement Template

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Last updated February 28th, 2026

A New York non-disclosure agreement is a legal contract put in place to protect confidential information from being misused by those who gain access to it. By signing an NDA, the recipient of confidential information agrees not to divulge it to unauthorized parties or use it other than as permitted under the agreement.

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A New York non-disclosure agreement is a legal contract put in place to protect confidential information from being misused by those who gain access to it. By signing an NDA, the recipient of confidential information agrees not to divulge it to unauthorized parties or use it other than as permitted under the agreement.

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Breach of NDA

New York law states that the injured party in a breach of a non-disclosure agreement will have six years to file a claim.[1]

An act governing the misappropriation of confidential information, or “trade secrets,” has not yet been established in New York. As such, misappropriation cases are ruled by common law. The time limit for seeking damages is generally three years from the discovery of a breach in the agreement.[2]

Trade Secret: Defined

New York courts take six factors into consideration to determine if the sensitive information is a trade secret:

  • How valuable the information is to the business and its competitors.
  • The amount of resources invested in developing the trade secret.
  • Whether reasonable measures have been taken to keep the information private.
  • Whether the information is known outside of the business.
  • Whether the information is only disclosed to employees and those within the company.
  • How difficult it would be for others to develop the same information.

New York NDA (preview)

Sources

  1. CPLR §213
  2. Trade Secrets – NY Bar