When entering into commercial relationships, businesses often require parties to sign a non-disclosure agreement (NDA) as a way to protect confidential and proprietary information. Knowing which questions to ask and which topics to research before signing an NDA is crucial for entering into an agreement that best fits the needs of both parties.

For entrepreneurs, business owners, executives, and other individuals based in New York looking for experienced counsel to guide them through the NDA process, UpCounsel’s network offers access to a thriving community of highly skilled attorneys. UpCounsel’s attorneys have an average of 14 years of experience and all have profiles that display ratings and reviews of the work they have recently completed.

This article will answer frequently asked questions to provide greater clarity around NDAs in New York.

What are the most common uses of NDAs?

NDAs can be used to protect confidential information like trade secrets, including designs, processes, plans, methods, and formulas. Companies also utilize NDAs while seeking outside investments, when discussing joint ventures, while working on collaborations or partnerships, and for a variety of other contract-driven matters.

When should an NDA be used?

NDAs are essential for protecting your confidential information any time it would be disclosed to another party. If another party is potential gaining access to confidential information during negotiations or discussion of an agreement, an NDA must be executed.

What should be included in an NDA?

The most common elements of an NDA include the definition of confidential information, parties bound by the NDA, exceptions to the scope of the agreement, a time frame for the agreement, and ownership rights of the confidential information.

Additionally, the NDA should outline the consequences for breach of the NDA, specify the agreed-upon method for resolution in the event of a dispute, and set forth background information regarding the purpose of the NDA.

Are There Different Types of NDAs?

There are two common types of NDAs: unilateral and mutual. Unilateral NDAs are agreements where only one party will be disclosing confidential information. In this instance, the confidentially disclosing party is the only party that must be bound by the NDA. When both parties have confidential information that should remain undisclosed, a mutual NDA is appropriate.

What Are The Consequences of Breaching an NDA?

The consequences of breaching an NDA depend on the provisions set forth within the agreement. The NDA can require the breaching party to pay damages to the non-breaching party or any other remedies that are specified in the agreement.

More extreme repercussions for breach of an NDA can include criminal penalties for trademark infringement and economic espionage.

Does New York Have Specific Rules or Regulations for NDAs?

New York does not have any specific rules or regulations that govern NDAs. General contract principles are used in courts to assess the enforceability of NDAs.

Where Can I Find More Information About Handling NDAs?

Whether you’re looking for informational resources or legal counsel, UpCounsel’s network of experienced attorneys offers valuable resources for New York-based entrepreneurs, business owners, and executives looking for solutions regarding NDAs.


Non-Disclosure Agreements,


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