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New York Non-Disclosure Agreement (NDA) Template

A New York non-disclosure agreement is a contract between two parties agreeing not to share confidential information with a third party or the general public. Confidential information usually means "trade secrets," which give an advantage over competitors but can include any information the document defines as confidential.
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“Trade Secret” Definition

“A trade secret, by definition, must have economic value and provide a competitive advantage due to the exclusive use of a product or technique.”

Source: Zirvi v. Flatley (2020)

Common Law

New York is the only State without trade secrets statutes and relies on common law (previous court cases) and the Defend Trade Secrets Act (18 U.S. Code § 1832).

Punishment for the sharing of trade secrets, in E.J. Brooks Co. v. Cambridge Sec. Seals (2018), found that “compensatory damages must return the plaintiff, as nearly as possible, to the position it would have been in had the wrongdoing not occurred—but do no more.”

Therefore, a party that can prove damages by shared trade secrets cannot make claims any more than what they can prove to have been financially harmed.

Involvement of Discrimination

No employer can create a non-disclosure agreement or any settlement prohibiting a party from releasing a “factual foundation” for discrimination unless it is the victim’s preference to make it confidential.

If it is in the victim’s preference to make it confidential, they are entitled to 21 days to consider such an agreement. If signed after the 21-day period, the victim will have another 7 days to revoke the agreement at their sole discretion.

Source: GOB § 5-336

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