New York Non-Disclosure Agreement Form

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New York Non-Disclosure Agreement: What Is It?

A New York non-disclosure agreement is also referred to as a confidentiality agreement. A New York non-disclosure agreement protects confidential information in a unilateral way; that unilateral way must be thoroughly indicated. It must also clearly explain what will be considered confidential. A New York non-disclosure agreement should also list the duration of time that the agreement will remain in effect. Trade secrets can have an unlimited time frame.


New York State Laws

There is no law in New York that governs trade secrets


Definition of “Trade Secrets”

Although there is no law in New York that specifically governs or defines trade secrets, New York courts have held that a trade secret is any “formula, pattern, device or compilation of information which is used in one’s business, and which gives [the business] an opportunity to gain an advantage over competitors who do not know or use it.” Ashland Mgt. v. Janien, 82 N.Y.2d 395, 407 (1993). The court looks for six specific elements to determine if something is a trade secret:


  1. The extent to which the information is known outside of the business;
  2. The extent to which the information is known by employees and others involved with the business;
  3. The extent of the measures taken by the business to keep that information secret;
  4. The value that information creates for the business and could create for competitors;
  5. The amount of money or effort put in by the business to develop the information; and
  6. How easy or difficult it would be for another business to properly acquire or duplicate the information. Id.

Laws

There are no specific laws to govern trade secrets. Instead, New York relies on case law as referenced above. Another unique factor of New York is in how trade secrets may be protected for an unlimited amount of time.


For added legal protection, businesses can use a New York noncompete agreement.


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