Outline
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New York Non-disclosure Agreement Sample
New York Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is made as of , by and between:
- Disclosing Party:
- Address:
- Receiving Party:
- Address:
This Agreement is governed by the laws of the State of New York.
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" includes all information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or any other form, that is identified as confidential or should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of Receiving Party
The Receiving Party agrees to:
- Keep the Confidential Information private and secure.
- Use the Confidential Information solely for the purpose of .
- Limit access to the Confidential Information to employees or agents who need to know for the stated purpose.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement.
- Is received from a third party without breach of any obligation of confidentiality.
- Was known to the Receiving Party prior to disclosure by the Disclosing Party.
4. Term
This Agreement shall remain in effect for a period of years from the date of disclosure.
5. Governing Law
This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.
6. Signatures
By signing below, the parties agree to the terms of this Non-Disclosure Agreement.
- Disclosing Party: ____________________________
- Date:
- Receiving Party: ____________________________
- Date:
Instructions on Utilizing New York Non-disclosure Agreement
Filling out the New York Non-disclosure Agreement form is a straightforward process. Once you have the form in front of you, you can begin to provide the necessary information. Make sure to have all relevant details ready to ensure a smooth completion.
- Start with the date at the top of the form. Write the current date in the designated space.
- Next, fill in the names of the parties involved. Include the full legal names of both the disclosing party and the receiving party.
- Provide the addresses for both parties. This should include street address, city, state, and zip code.
- In the section regarding the purpose of the agreement, briefly describe why the information is being shared.
- Detail the confidential information. Clearly list what information is considered confidential under this agreement.
- Specify the duration of the confidentiality obligation. Indicate how long the receiving party must keep the information confidential.
- Include any exceptions to confidentiality, if applicable. This may include situations where the information is already public or required by law to be disclosed.
- Both parties should sign and date the form. Make sure each party has a copy for their records.
Once you have completed these steps, review the form to ensure all information is accurate. After that, you can proceed with your agreement, knowing that both parties are on the same page regarding confidentiality.
Misconceptions
Understanding the New York Non-disclosure Agreement (NDA) form is crucial for anyone looking to protect sensitive information. However, several misconceptions can lead to confusion. Here’s a breakdown of ten common myths about NDAs in New York.
- All NDAs are the same. Many believe that all non-disclosure agreements are identical. In reality, each NDA can be tailored to fit specific situations and needs.
- NDAs are only for businesses. While businesses frequently use NDAs, individuals can also benefit from them, especially when sharing personal information that requires confidentiality.
- Signing an NDA means you can never talk about the information. NDAs typically allow for certain disclosures, such as when legally required or with consent. They are not absolute prohibitions.
- NDAs are only enforceable if notarized. While notarization can add an extra layer of credibility, it is not a requirement for an NDA to be legally binding in New York.
- All NDAs are permanent. Many people think NDAs last indefinitely. However, most agreements have a specified duration, after which the obligations may expire.
- You can’t negotiate NDA terms. Some believe that once presented with an NDA, they must accept it as-is. In fact, terms can often be negotiated to better suit both parties.
- NDAs are only necessary for proprietary information. While they are commonly used for trade secrets, NDAs can also protect personal data and other sensitive information.
- Violating an NDA is a minor issue. Many underestimate the consequences of breaching an NDA. Violations can lead to significant legal repercussions and financial penalties.
- Only lawyers can draft NDAs. Although legal expertise is beneficial, individuals can create NDAs using templates or online resources, provided they ensure the terms are appropriate for their situation.
- Once signed, an NDA cannot be changed. People often think that an NDA is set in stone. However, modifications can be made if all parties agree to the changes.
By addressing these misconceptions, individuals and businesses can better understand the importance of NDAs and how to use them effectively to protect sensitive information.
Documents used along the form
A New York Non-disclosure Agreement (NDA) is often accompanied by several other documents that help clarify the terms of the agreement and protect the interests of the parties involved. Below is a list of common forms and documents that may be used alongside an NDA.
- Confidentiality Statement: This document outlines the specific information considered confidential. It helps ensure both parties understand what information is protected under the NDA.
- Memorandum of Understanding (MOU): An MOU serves as a preliminary agreement that outlines the intentions and expectations of both parties before entering into a formal contract.
- Service Agreement: This agreement details the services to be provided by one party to another. It often includes confidentiality clauses that align with the NDA.
- Employment Agreement: This contract outlines the terms of employment and may include confidentiality provisions to protect sensitive company information.
- Intellectual Property Assignment Agreement: This document transfers ownership of intellectual property from one party to another, often ensuring that any shared information remains confidential.
- Non-Compete Agreement: This agreement restricts one party from competing with the other for a specified time and within a specific area, often to protect trade secrets and confidential information.
- Residential Lease Agreement: For those entering rental agreements, our detailed Residential Lease Agreement guidelines are vital for clear terms and responsibilities.
- Termination Agreement: This document outlines the terms under which the NDA can be terminated, including how confidential information should be handled post-termination.
Utilizing these documents in conjunction with the New York Non-disclosure Agreement can provide a comprehensive framework for protecting sensitive information and ensuring clarity in business relationships. It is crucial to understand each document's role and how they work together to safeguard your interests.