New York employee nda template

New York Employee Non-Disclosure Agreement

This New York Employee Non-Disclosure Agreement (this "Agreement") is made and entered into as of [Date] by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address], and [Employee Legal Name], residing at [Employee Address].

Employer Contact Information:

• Address: [Employer Address]
• Phone Number: [Employer Phone Number]
• Email: [Employer Email]

Employee Contact Information:

• Address: [Employee Address]
• Phone Number: [Employee Phone Number]
• Email: [Employee Email]

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Employer to the Employee, or otherwise learned by the Employee during the Employee’s employment, that is not generally known to the public and that relates to the Employer’s business, including, but not limited to:

• Trade Secrets as defined under New York law.
• Proprietary business information.
• Technical data.
• Source code.
• Process documentation.
• Employee and contractor lists.
• Compensation data.
• Client and prospect lists.
• Business strategies.
• Financial records.
• Marketing plans.
• Acquisition plans.
• Inventions developed during employment.
• Unpublished filings.
• Internal reports.
• Electronic communications.
• Any other non-public materials shared or developed in the course of employment.

2. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Employee.
• Was rightfully in the Employee’s possession prior to the Employee’s employment with the Employer.
• Is independently developed by the Employee without use of or reference to the Employer’s Confidential Information.
• Is required to be disclosed by law or a valid court order, provided that the Employee provides the Employer with prompt written notice of such required disclosure to enable the Employer to seek a protective order or other appropriate remedy (where legally permissible).

3. Use of Confidential Information

The Employee shall use the Confidential Information solely for the purpose of performing the Employee’s job duties and responsibilities for the Employer’s benefit. The Employee shall not use the Confidential Information for the Employee’s personal benefit, the benefit of any third party, or for any competitive purpose.

4. Non-Disclosure Obligations

The Employee shall not, directly or indirectly, disclose Confidential Information to any third party, whether orally, in writing, electronically, or by any other means. This includes, but is not limited to, any discussion on social media or storage of Confidential Information on unauthorized cloud storage services.

5. Safeguarding Confidential Information

The Employee shall take reasonable and appropriate measures to safeguard Confidential Information from unauthorized access, use, or disclosure, consistent with the Employer’s internal policies, industry standards, and applicable New York regulations, including those related to health, legal, or financial confidentiality.

6. Term of Confidentiality

• Option A: The Employee’s obligations under this Agreement shall continue during the Employee’s employment with the Employer and for a period of [Number] years following the termination of such employment.
• Option B: With respect to Trade Secrets, the Employee’s obligations under this Agreement shall continue indefinitely, so long as such information qualifies as a Trade Secret under applicable New York law. For all other Confidential Information, the Employee’s obligations shall continue during employment and for [Number] years after termination.

7. Return of Confidential Materials

Upon termination of the Employee’s employment, or at any time upon the Employer’s request, the Employee shall promptly return to the Employer all Confidential Information, including all documents, devices, notes, and copies thereof, in physical or electronic form, that are in the Employee’s possession or control. Upon request, the employee will certify in writing their compliance with this section.

8. Notification of Breach

The Employee shall immediately notify the Employer upon becoming aware of any known or suspected breach, loss, or unauthorized use or disclosure of Confidential Information, and shall cooperate fully with the Employer in any investigation or remedial efforts related thereto.

9. Remedies for Breach

In the event of a breach of this Agreement by the Employee, the Employer shall be entitled to:

• Damages for any losses suffered as a result of the breach.
• Injunctive relief to prevent or stop the continued breach or potential breach.
• Recovery of all reasonable legal fees and expenses incurred in enforcing this Agreement.
• Option A: Liquidated damages in the amount of [Dollar Amount], which the parties agree is a reasonable estimate of the damages likely to be suffered by the Employer as a result of a breach of this Agreement. (Note: Liquidated damages clauses may be subject to limitations under New York law.)

10. No Waiver

The failure of the Employer to enforce any provision of this Agreement shall not constitute a waiver of the Employer’s right to enforce such provision or any other provision of this Agreement in the future.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable under New York law, the remaining provisions of this Agreement shall remain in full force and effect.

12. Governing Law and Forum

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. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [New York County], New York.

13. Relationship to Other Agreements

This Agreement is in addition to, and not in lieu of, any other agreements or policies between the Employer and the Employee, including but not limited to any non-compete agreements, non-solicitation agreements, or employee handbooks. To the extent there is a conflict between the terms of this Agreement and such other agreements or policies, the terms of this Agreement shall govern with respect to the confidentiality of Confidential Information.

14. New York-Specific Considerations

This Agreement is intended to comply with all applicable New York laws, including the New York State Uniform Trade Secrets Act, relevant data privacy statutes, and whistleblower and retaliation protections. Nothing in this Agreement shall be construed to prevent the Employee from reporting possible violations of law to any governmental agency or making other disclosures protected under applicable whistleblower statutes. Specifically, this Agreement does not prohibit the Employee from disclosing factual information necessary for law enforcement or regulatory reporting, consistent with New York General Obligations Law § 5-336.

15. Amendments

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

16. Acknowledgement

• Option A: The Employee acknowledges that the Employee has had the opportunity to review this Agreement and to seek independent legal advice regarding its terms.

Signature

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

____________________________

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

Date: [Date]

____________________________

[Employee Legal Name]

Title: [Employee Title]

Date: [Date]