Can a New York NDA cover sexual harassment claims?

NDAs in sexual harassment settlements are strictly regulated. Under General Obligations Law § 5-336, the complainant must request confidentiality, and the NDA must include a 21-day consideration period and 7-day revocation right. Employers cannot require NDAs as a condition of settlement.

Does New York have a trade secrets statute?

New York has not adopted the Uniform Trade Secrets Act. Instead, trade secret claims are governed by common law, which applies a six-factor test established in Ashland Management v. Janien. Federal protection under the DTSA is also available.

What happens if a New York NDA is too broad?

New York courts apply a "blue-pencil" doctrine and may reform overbroad NDA provisions to make them reasonable rather than voiding the entire agreement. However, this is discretionary — courts are not required to save an unreasonable NDA.

Is consideration required for a New York NDA?

Yes, like all contracts in New York, NDAs require valid consideration. For new employees, the job offer provides consideration. For existing employees, continued employment generally suffices, but additional consideration strengthens enforceability.

New York NDA Template

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New York NDA law overview

New York has increasingly restricted NDAs in the workplace context. A 2018 law limits NDAs in sexual harassment settlements, and New York courts closely scrutinize NDAs for reasonableness. New York relies primarily on common law for trade secret protection, supplemented by the federal Defend Trade Secrets Act. Courts apply a multi-factor test to determine trade secret status.

Key considerations

What makes NDAs in New York different from other states.

Sexual Harassment Settlement Restrictions

NDAs related to sexual harassment claims must include a 21-day consideration period and 7-day revocation right. The complainant must be the one to request confidentiality.

Reasonable Scope Requirement

New York courts require that NDA confidentiality provisions be reasonable in scope and duration. Overly broad definitions covering all business information may be struck down.

Six-Factor Trade Secret Test

Courts evaluate: (1) extent known outside the business, (2) extent known by employees, (3) protective measures taken, (4) value to the business, (5) development effort, and (6) ease of duplication.

Blue-Pencil Doctrine

New York courts may partially enforce unreasonable restrictive covenants by modifying them to be reasonable, rather than voiding the entire provision.

Governing statutes

Key laws that govern non-disclosure agreements in New York.

Sexual Harassment NDA Restrictions
N.Y. Gen. Oblig. Law § 5-336
Limits NDAs in sexual harassment claim settlements to a 21-day consideration period and 7-day revocation right.
Common Law Trade Secret Protection
Court-developed standards
New York applies a six-factor test from Ashland Management v. Janien to determine trade secret status.
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833–1839
Federal trade secret protection requiring whistleblower immunity notice in NDAs.

New York NDA essentials

Key points automatically handled when you generate a New York NDA.

Sexual harassment NDA restrictions with mandatory consideration and revocation periods
Common law trade secret framework with six-factor test
Courts may blue-pencil overbroad provisions rather than void them
Strong scrutiny of NDA reasonableness in employment context
DTSA whistleblower immunity notice required