New York consultant nda template

New York Consultant Non-Disclosure Agreement

This New York Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Business Address] (“Client”);

and

[Consultant Legal Name], a [Consultant Entity Type] with its principal place of business at [Consultant Business Address] (“Consultant”).

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Client to Consultant, whether orally, in writing, electronically, or by any other means, that relates to Client’s business, including, but not limited to:

• Client strategies and business plans.
• Client lists and prospect lists.
• Software code and financial models.
• Marketing materials and trade secrets as defined by New York law.
• Proprietary methodologies and technical documentation.
• Unpublished intellectual property.
• Data provided by or about clients of the company.
• All work product or deliverables prepared by Consultant containing confidential elements.

This includes information stored or shared via cloud services.

2. Exclusions from Confidentiality

Confidential Information does not include information that:

• Was public knowledge at the time of disclosure.
• Was independently developed by Consultant without reference to Client’s Confidential Information.
• Was lawfully received by Consultant from a third party with no duty of confidentiality.
• Is required to be disclosed by court order, subpoena, or governmental regulation.
• Option A: Consultant shall provide Client with prompt prior notice of any such required disclosure and a reasonable opportunity to seek a protective order.
• Option B: Consultant shall not provide Client with prior notice if legally prohibited from doing so.

3. Use of Confidential Information

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as defined in [Reference Consulting Agreement or Project Scope].

• Option A: Consultant shall not use the Confidential Information for any personal or competitive purpose.
• Option B: Consultant may use anonymized and aggregated data derived from the Confidential Information for internal research and development purposes, provided that such use does not reveal the source of the Confidential Information or any individual client information.

Consultant shall not reverse engineer or derive trade secrets from the Confidential Information.

4. Protection of Confidential Information

Consultant shall implement reasonable, industry-standard measures to safeguard the Confidential Information, including:

• Physical security measures.
• Encrypted electronic storage and transmission.
• Controlled access protocols in compliance with New York’s SHIELD Act.
• Compliance with specific industry regulations (e.g., NYDFS cyber requirements for financial data).

5. Notification of Unauthorized Disclosure

Consultant shall promptly notify Client of any suspected or actual unauthorized access, loss, misuse, or legal compulsion to disclose the Confidential Information.

• Option A: Consultant shall actively cooperate in any related investigation or remediation, as required by New York data breach notification laws.
• Option B: Consultant shall bear all costs associated with notifying affected parties of the data breach, within reason.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the consulting relationship and for a period of [Number] [Years/Indefinitely] thereafter.

• Option A: Confidentiality for statutory trade secrets under New York law shall continue indefinitely.
• Option B: This term extends to the end of any consulting or similar relationship between client and consultant's affiliates.

7. Return or Destruction of Confidential Information

Upon termination of services or upon written request from Client, Consultant shall promptly return or destroy all Confidential Information, including digital files, notes, and backup copies.

• Option A: Consultant shall certify in writing that all Confidential Information has been returned or destroyed.
• Option B: Consultant may retain copies of Confidential Information solely for archival purposes and subject to continued confidentiality obligations.

Consultant shall not retain any extracts or summaries of the Confidential Information.

8. Consequences of Breach

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Client.

• Option A: Consultant shall be liable for actual damages, loss of business, injunctive relief, and recovery of attorneys’ fees and costs.
• Option B: Consultant agrees to pay liquidated damages of [Dollar Amount] for each instance of unauthorized disclosure or use, in addition to any other remedies available to Client.

9. Representation and Warranty

Consultant represents and warrants that entering into this Agreement does not conflict with any other contractual or legal obligations.

• Option A: Consultant agrees to inform Client of any potential conflicts that may arise during the term of this Agreement.
• Option B: Consultant agrees to indemnify Client for any costs, damages, or other harm resulting from Consultant’s breach of any legal or contractual obligation that conflicts with this NDA.

10. Intellectual Property

Work product, inventions, or developments arising from the consulting engagement shall be the exclusive property of Client.

• Option A: Consultant hereby assigns all right, title, and interest in such work product, inventions, or developments to Client.
• Option B: This clause does not apply to Consultant's pre-existing intellectual property.

This assignment is subject to any exceptions required by New York law, including the Bylaws/Employment Agreements Act.

11. Compliance with Laws

Consultant shall comply with all applicable New York statutes, data security laws, relevant industry regulations (e.g., HIPAA, NYDFS for financial institutions), and export or privacy controls.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation is unsuccessful, the parties shall submit the dispute to mediation or arbitration in [New York County], New York.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Exclusive jurisdiction and venue for any legal action arising out of this Agreement shall be in the state or federal courts located in [New York County], New York.

14. Enforceability of Remedies

The parties agree that Client shall be entitled to equitable and injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Consultant acknowledges that a breach of this agreement could cause irreparable harm.

15. Amendment

Any amendment to this Agreement must be in a signed written instrument.

16. Assignment

Consultant shall not assign its obligations under this Agreement without the prior written consent of Client.

17. Waiver and Severability

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Electronic Signatures and Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered valid and binding.

19. Independent Legal Counsel

Each party acknowledges that it has had the opportunity to seek independent legal counsel regarding the terms and ramifications of this Agreement.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

21. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and shall not confer any rights or remedies on any third party.

22. Independent Contractor

Consultant is an independent contractor and not an employee, partner, or agent of Client. Client is not responsible for withholding or paying any taxes or benefits on behalf of Consultant.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Signature Block]

Name: [Client Name]

Title: [Client Title]

[Consultant Legal Name]

By: [Consultant Signature Block]

Name: [Consultant Name]

Title: [Consultant Title]