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New York Non-Disclosure Agreement
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New York at a glance: Governing Law: Common law contract principles · Sexual Harassment NDAs: Restricted under N.Y. Gen. Oblig. Law § 5-336 · Trade Secret Protection: Common law + federal DTSA
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Overview
Non-Disclosure Agreements in New York
New York enforces NDAs under common law contract principles. There is no specific statute governing NDAs in New York, but courts will uphold them if they are reasonable, serve a legitimate purpose, and are not overly burdensome.
New York limits the use of NDAs in sexual harassment and discrimination settlements under the HERO Act and amendments to the Human Rights Law. New York also has strong trade secret protections under common law and the Defend Trade Secrets Act (federal).
Key Facts
New York Non-Disclosure Agreement — Quick Reference
| Requirement | New York Rule |
|---|---|
| Governing Law | Common law contract principles |
| Sexual Harassment NDAs | Restricted under N.Y. Gen. Oblig. Law § 5-336 |
| Trade Secret Protection | Common law + federal DTSA |
| Enforceability | Must be reasonable in scope and duration |
| Employee Rights | Cannot prevent disclosure of wage information |
Legal Requirements
New York Legal Requirements
- NDA must be reasonable in scope, duration, and geographic reach.
- Cannot prevent employees from discussing wages or working conditions.
- Sexual harassment settlement NDAs require a 21-day review period and 7-day revocation right.
- Must not prevent disclosure of information about illegal conduct.
Governing Laws
New York Governing Laws
N.Y. Gen. Oblig. Law § 5-336
NDAs in Harassment Settlements
Limits the use of NDAs in settlements of sexual harassment and discrimination claims. Requires a review period and gives claimants the right to revoke.
N.Y. Lab. Law § 194
Wage Transparency
Prevents employers from prohibiting employees from discussing wages with coworkers.
Read the full text of these laws at Cornell Law School's New York legal resources or your state legislature's official website.
Questions & Answers
New York Non-Disclosure Agreement — Frequently Asked Questions
Does New York have an NDA statute?
No. New York enforces NDAs under general contract law principles. Courts evaluate reasonableness of scope, duration, and purpose. New York does have specific statutes restricting NDAs in sexual harassment settlements.
Can a New York employer require an NDA to protect trade secrets?
Yes. New York enforces NDAs that protect legitimate business interests such as trade secrets, confidential client information, and proprietary processes, provided the terms are reasonable.
Are NDA restrictions different for sexual harassment cases in New York?
Yes. Under N.Y. Gen. Oblig. Law § 5-336, NDAs in sexual harassment and discrimination settlements require a 21-day review period and a 7-day right of revocation. The victim must be the one to choose confidentiality.