New York nda template

New York Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date],

BETWEEN:

[Disclosing Party Name], located at [Disclosing Party Address] (“Disclosing Party”),

AND:

[Receiving Party Name], located at [Receiving Party Address] (“Receiving Party”).

This Agreement is:

* Option A: Unilateral (one-way)

* Option B: Bilateral/Mutual (two-way)

* Option C: Multilateral (all parties are both Disclosing and Receiving Parties)

1. Definition of Confidential Information

Confidential Information means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

* Technical Data

* Business Plans

* Financial Records

* Customer Lists

* Trade Secrets

* Proprietary Technology

* Any other information deemed confidential by the Disclosing Party

The following is/is not considered Confidential Information:

* Option A: The following information is explicitly excluded from the definition of Confidential Information: (i) information that is or becomes publicly known through no fault of the Receiving Party; (ii) information that was already known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) information that is lawfully received by the Receiving Party from a third party without restriction on disclosure.

* Option B: All information disclosed is deemed confidential, without exception.

2. Purpose of Disclosure and Permitted Use

The Confidential Information is being disclosed for the purpose of: [Purpose of Disclosure].

The Receiving Party shall use the Confidential Information solely for the purpose of:

* Option A: Evaluating and engaging in business discussions with the Disclosing Party.

* Option B: Completing a specific transaction with the Disclosing Party, namely: [Specific Transaction].

* Option C: Maintaining the existing business relationship between the parties.

* Option D: Other: [Other Purpose]

3. Obligations of Confidentiality

The Receiving Party agrees to:

* Maintain the Confidential Information in strict confidence.

* Restrict disclosure of the Confidential Information to its employees, agents, or representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

* Protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

4. Permitted Disclosure

The Receiving Party may disclose Confidential Information to:

* Employees, provided they have signed confidentiality agreements.

* Agents, provided they are acting on behalf of the Receiving Party and are bound by confidentiality obligations.

* Legal or financial advisors, provided they are bound by professional ethical obligations to maintain confidentiality.

Any disclosure to third parties requires:

* Option A: The prior written consent of the Disclosing Party.

* Option B: No consent is required, provided the third party signs a confidentiality agreement with terms no less restrictive than those of this Agreement.

5. Term and Termination

The confidentiality obligations under this Agreement shall:

* Option A: Continue for a period of [Number] years from the Effective Date.

* Option B: Continue perpetually with respect to Trade Secrets.

* Option C: Survive the termination of this Agreement or the underlying business relationship.

Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall:

* Option A: Return all Confidential Information to the Disclosing Party.

* Option B: Destroy all Confidential Information and provide written certification of such destruction to the Disclosing Party.

* Option C: Delete all electronic copies of the Confidential Information.

6. Exceptions and Mandatory Disclosure

The obligations of confidentiality shall not apply to disclosures required by:

* Law, regulation, subpoena, or court order.

If the Receiving Party is required to disclose Confidential Information pursuant to legal process, the Receiving Party shall:

* Option A: Provide prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy.

* Option B: Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

7. Ownership and Intellectual Property

The Disclosing Party retains all right, title, and interest in and to the Confidential Information.

This Agreement does not grant the Receiving Party any:

* License or intellectual property rights in the Confidential Information, except as expressly stated herein.

Optional Clause:

* Option A: The Receiving Party agrees not to solicit the Disclosing Party’s employees or customers for a period of [Number] years following the termination of this Agreement.

* Option B: The Receiving Party agrees not to circumvent the Disclosing Party in any business opportunities related to the Confidential Information.

8. Remedies for Breach

The Disclosing Party shall be entitled to:

* Injunctive relief to prevent any actual or threatened breach of this Agreement.

* Monetary damages for any breach of this Agreement.

* Recovery of reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

Monetary damages are limited to:

* Option A: Actual damages only.

* Option B: Liquidated damages of [Dollar Amount].

9. Representations and Warranties

Each party represents and warrants that it has the:

* Full right, power, and authority to enter into this Agreement.

This Agreement does not obligate either party to:

* Proceed with any particular transaction or business relationship.

10. Limitation of Liability

Neither party shall be liable for:

* Option A: Any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.

* Option B: Liability is not limited.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of:

* The State of New York.

* Option A: Venue shall be in [County Name] County, New York.

12. Dispute Resolution

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

* Option A: Mediation, conducted in [City Name], New York.

* Option B: Binding arbitration, conducted in accordance with the rules of the American Arbitration Association.

* Option C: Litigation in the courts of New York.

13. Additional Provisions

* Notices: All notices shall be in writing and delivered by certified mail, return receipt requested, to the addresses listed above.

* 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.

* Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

* Amendment: This Agreement may be amended only by a written instrument signed by both parties.

* Assignment: This Agreement:

* Option A: May not be assigned by either party without the prior written consent of the other party.

* Option B: May be assigned by either party.

14. New York-Specific Clauses (Optional)

* This Agreement is intended to comply with the New York Uniform Trade Secrets Act.

* Disclaimer: No implied duties are created by this Agreement beyond those explicitly stated herein.

* Notice of Compelled Disclosure: In the event of compelled disclosure under New York legal processes, the Receiving Party shall provide the Disclosing Party with the most advanced notice possible under the circumstances.

* Injunctive Relief: The parties acknowledge that, under New York law, irreparable harm may be presumed in cases involving breach of confidentiality.

* Settlement Agreements: To the extent that this Agreement relates to settlement of claims involving harassment or discrimination, it shall comply with all applicable New York laws regarding confidentiality provisions in such agreements, including required carve-outs and voluntary consent language.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

Date: [Date]

[Receiving Party Name]

By: [Name]

Title: [Title]

Date: [Date]