What clauses are required in a New York Non-Disclosure Agreement?

New York law requires specific provisions including: New York Trade Secret Definition, Sexual Harassment NDA Restrictions, DTSA Immunity Notice. contract.diy automatically includes all mandatory clauses with proper legal citations when generating your Non-Disclosure Agreement.

What terms are prohibited in a New York Non-Disclosure Agreement?

Under New York law, certain provisions are void or unenforceable, including: Non-disclosure clause preventing disclosure of sexual harassment facts; Prohibition on filing complaints with government agencies. contract.diy is built to avoid these terms and will warn you if your description suggests including something that's not legally permissible.

How does contract.diy ensure my Non-Disclosure Agreement complies with New York law?

Every generated contract goes through 9 automated compliance checks specific to New York. These cover mandatory provisions, prohibited terms, proper citations, and formation requirements. Any issues are flagged before you download.

Can I use this Non-Disclosure Agreement template outside of New York?

This template is specifically tailored to New York law. Using it in another jurisdiction may result in missing requirements or including provisions that don't apply. We recommend generating a new contract with the correct jurisdiction selected for full compliance.

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Non-Disclosure Agreement for New York

Generate a non-disclosure agreement that complies with New York law — with 5 mandatory clauses and 9 compliance checks built in.

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Key legal considerations

You are generating an NDA governed by New York law. KEY POINTS: (1) New York has NOT adopted the Uniform Trade Secrets Act — trade secrets are protected under common law (see Ashland Mgmt. v. Janien, 82 N.Y.2d 395). (2) NDAs in sexual harassment cases must comply with GOL § 5-336: 21-day consideration period, 7-day revocation, and complainant must prefer confidentiality. The 2023 amendments strengthened these protections. (3) Mandatory arbitration of sexual harassment claims is prohibited under CPLR § 7515. (4) Include the DTSA immunity notice per 18 U.S.C. § 1833(b). (5) The NY Statute of Frauds (GOL § 5-701) requires agreements that cannot be performed within one year to be in writing. (6) NY Labor Law § 740 protects whistleblowers — NDAs cannot prevent reporting violations of law.

What's required

Mandatory clauses for a valid non-disclosure agreement under New York law.

New York Trade Secret Definition
Ashland Mgmt. Inc. v. Janien, 82 N.Y.2d 395 (1993)
Sexual Harassment NDA Restrictions
NY Gen. Oblig. Law § 5-336; NY CPLR § 7515
DTSA Immunity Notice
18 U.S.C. § 1833(b) (DTSA Immunity)
New York Governing Law and Jurisdiction
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)

What's prohibited

Terms and provisions that are void or unenforceable under New York law.

Non-disclosure clause preventing disclosure of sexual harassment facts
New York law (Gen. Oblig. Law § 5-336, amended 2023) restricts NDAs in sexual harassment cases. NDA provisions relating to sexual harassment claims require a 21-day consideration period and 7-day revocation period, and the complainant must affirmatively prefer confidentiality. Provisions that categorically silence sexual harassment disclosures are unenforceable.
NY Gen. Oblig. Law § 5-336; CPLR § 7515 (as amended 2023)
Prohibition on filing complaints with government agencies
NDAs cannot prevent parties from filing complaints with or cooperating in investigations by government agencies such as the EEOC, NY Division of Human Rights, or other regulatory bodies.
NY Exec. Law § 296; NY Labor Law § 740

Legal references

Key statutes and regulations that govern non-disclosure agreements in New York.

NY General Obligations Law § 5-336
NY Gen. Oblig. Law § 5-336
Restricts non-disclosure provisions in settlements and agreements involving sexual harassment claims; requires 21-day consideration and 7-day revocation periods.
NY CPLR § 7515 — Mandatory Arbitration in Harassment Claims
NY CPLR § 7515
Prohibits mandatory arbitration of sexual harassment claims in New York (with exceptions for collective bargaining agreements).
New York Whistleblower Protection
NY Labor Law § 740
Protects employees from retaliation for disclosing or threatening to disclose activities that the employee reasonably believes are in violation of law.
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New York Trade Secret Law
Ashland Mgmt. Inc. v. Janien, 82 N.Y.2d 395 (1993)
New York has not adopted the Uniform Trade Secrets Act; trade secret protection derives from common law as interpreted in Ashland and subsequent cases.
Defend Trade Secrets Act
18 U.S.C. § 1836 et seq.
Federal trade secret protection; provides civil cause of action for trade secret misappropriation.
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