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

New York law requires specific provisions including: Reasonableness Standard, Adequate Consideration, Severability and Judicial Modification. contract.diy automatically includes all mandatory clauses with proper legal citations when generating your Non-Compete/Non-Disclosure Agreement.

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

Under New York law, certain provisions are void or unenforceable, including: Unlimited geographic scope or duration; Non-compete for low-wage or non-professional workers. 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-Compete/Non-Disclosure Agreement complies with New York law?

Every generated contract goes through 8 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-Compete/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-Compete/Non-Disclosure Agreement for New York

Generate a non-compete/non-disclosure agreement that complies with New York law — with 3 mandatory clauses and 8 compliance checks built in.

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Key legal considerations

You are generating a New York non-compete agreement. CRITICAL CONTEXT: New York courts enforce non-competes ONLY when they are: (1) necessary to protect a legitimate business interest (trade secrets, client relationships, unique services); (2) not unduly burdensome on the employee; (3) not injurious to the public; and (4) reasonable in time and area. See BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999). Courts can 'blue pencil' (reform) overly broad restrictions rather than void them entirely. EVOLVING LANDSCAPE: The NY legislature nearly banned non-competes in 2023 (passed both chambers, vetoed by Governor). Future legislation is highly likely. Advise the user that the enforceability landscape is shifting. For existing employees, continued employment alone may not be adequate consideration — provide additional compensation, access to confidential information, or training. Include a severability clause. Typical enforceable durations are 6–24 months.

What's required

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

Reasonableness Standard
BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
Adequate Consideration
Zellner v. Stephen D. Conrad, M.D., P.C., 183 A.D.2d 250 (2d Dept. 1992)
Severability and Judicial Modification
BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)

What's prohibited

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

Unlimited geographic scope or duration
New York courts will not enforce non-competes that are unlimited in geography or duration. Restrictions must be reasonable in scope, time, and area to protect a legitimate business interest.
BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
Non-compete for low-wage or non-professional workers
New York courts are increasingly skeptical of non-competes imposed on lower-wage or non-professional workers who do not have access to trade secrets or unique client relationships. The NY legislature has repeatedly considered bills to ban non-competes (most recently vetoed in 2023) — the landscape is evolving rapidly.
Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015); proposed NY Senate Bill S3100

Legal references

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

BDO Seidman v. Hirshberg
BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)
Leading NY Court of Appeals case on non-compete enforceability: (1) must protect a legitimate business interest, (2) must not impose undue hardship, (3) must not harm the public interest, (4) must be reasonable in time and area.
Brown & Brown, Inc. v. Johnson
Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (2015)
NY Court of Appeals confirmed that non-competes must be strictly construed and may be enforced only to the extent necessary to protect legitimate interests.
New York Non-Compete Ban Proposals
NY Senate Bill S3100 (2023, vetoed)
The NY legislature has repeatedly introduced bills to ban non-competes. In 2023, a comprehensive ban passed both chambers but was vetoed by the Governor. Future legislation is likely — the trend is toward restriction.