New York Non-Disclosure Agreement: Enforcing NDAs (2026)
Contributor
Reviewed By Adam Ramirez, J.D.
Editor
Summary
- A New York non-disclosure agreement can protect information
- The state restricts the use of NDAs for settlements
- NDAs that impact trade or commerce must meet certain elements
A New York non-disclosure agreement can protect confidential or valuable information. Unlike many other states, though, the state limits the subject matter of NDAs. It also imposes requirements for NDAs that restrict business information. Here’s what you should know.
What Is an NDA Under New York State Law?
New York does not specifically define non-disclosure agreements. However, any contract that restricts at least one party from discussing or using specific information will likely be viewed as a New York non-disclosure agreement.
Types of NDAs Recognized in New York
New York generally allows NDAs for any legitimate purpose. Two uses of NDAs addressed by state law include lawsuit settlements and business information protection.
Essential Clauses and Key Provisions to Include
Like all contracts, an NDA must contain certain essential clauses to be valid. Both parties must voluntarily agree to its terms, and those terms must be reasonably clear. If they are too vague, a court may invalidate them.
Finally, there must be mutual consideration. This means that all parties must promise to do something. This element distinguishes a mutual vs. unilateral NDA.
In a mutual NDA, both parties promise not to disclose the information. In a unilateral NDA, one party promises not to disclose information, while the other promises something else, such as money.
Enforceability and Legal Requirements in New York
The legal requirements depend on the subject matter of the NDA. When an NDA settles a lawsuit, New York law blocks the NDA from imposing restrictions on disclosing any of the following claims:
- Discrimination
- Harassment
- Retaliation relating to discrimination or harassment claims
On the other hand, other types of settlement agreements, such as a car accident settlement, can include an NDA.
Additionally, New York law restricts NDAs that limit commerce or trade. In these cases, the NDA’s terms must meet these requirements:
- Reasonable in time and scope
- Necessary to protect a legitimate business interest
- No harm to the general public
- Not unreasonably burdensome to the restricted party
For example, a valid NDA might restrict an employee’s disclosure of their employer’s confidential sales data. Such an NDA is closely tailored to serve a legitimate business interest.
How to Write and Execute a Valid NDA in New York
Understanding how to write an NDA that’s enforceable is essential. To comply with state law, a New York non-disclosure agreement should include these provisions:
- The names of the parties
- The information covered by the NDA
- The restrictions imposed on the party or parties
The agreement should be in writing, and all parties should sign it.
Need Help Drafting Your New York NDA?
At ConsumerShield, we provide a range of resources to help people understand and navigate their legal issues, including NDAs. Explore our online tools today.
What Is An NDA? Knowledge Base
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Frequently Asked Questions
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New York law allows non-disclosure agreements that may restrict the job-related information you can disclose. The exchange for this agreement is your employment.
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Many, but not all, settlements include confidentiality terms. This is to protect the information learned in the lawsuit or disclosed during settlement negotiations.
