The New York non-disclosure agreement (NDA) legally formalizes an agreement between two (2) parties in which one (1) party agrees not to reveal or use any trade secrets shared by the other party. Usually, this contract is used by employers to prevent employees from engendering unjust competition by misappropriating confidential business information. “Confidential information” is defined within the NDA as any information or material that has commercial value, as well as any information that is identified, in writing, as confidential information. Although New York does not have any statutes relating to trade secrets, NDAs are enforceable in the state and offenders can be held liable to pay any damages caused by their misappropriation of confidential information.

Laws – New York has not adopted the Uniform Trade Secrets Act (UTSA). However, state courts do maintain that there is civil liability for the misappropriation of trade secrets and they have also adopted the UTSA definition of a “trade secret.”

Misappropriation (§ 757) – Any individual who discloses or uses another party’s trade secret without the permission to do so is liable to pay damages to the other party.

Trade Secret Definition (UTSA § 1(4)) – “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:

(i) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
(ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.