The amendments expanded restrictions on the use of nondisclosure provisions (“NDAs”) in certain workplace settlement agreements. These amendments, which took effect on November 17, 2023, apply to all agreements entered into after that date.
Non-Disclosure Agreements (NDAs) as well as Proprietary Information Agreements (PIAs) and Confidentiality Agreements (CAs) are synonymous terms for legal contracts that protect and govern the exchange of confidential or proprietary information.
2. NDAs are enforceable when they are signed — if they are properly drafted and executed.
NDAs can be enforced internationally depending on the jurisdiction and the laws that will apply to the NDA. There is a general understanding that each overseas party your business is engaging with will have its own rules and jurisdiction regarding the enforcement of NDAs.
On November 17, 2023, New York Governor Kathy Hochul signed into law Senate Bill S4516, which amends Section 5-336 of the New York General Obligations Law to further restrict the use of nondisclosure and nondisparagement provisions in release agreements involving claims of discrimination, harassment, or retaliation.
Employee NDAs are generally legal in New York, but there are several limits and obligations employers should be aware of. The best practices below will make your non-disclosure agreement more immune from challenge in court.
Completing the Confidentiality Agreement The "Receiving Party" is the person or company who receives the confidential information and is obligated to keep it secret. You'll need to fill in information specific to your circumstances in the spaces provided, such as the parties' names and addresses.
2. The Legitimate Business Interests Test. An employer cannot enforce a non-compete agreement against an employee unless it can demonstrate a legitimate interest that needs to be protected. In most cases, the only legitimate interest that justifies the enforcement of a non-compete clause is a trade secret.
All NDAs should include these specific elements: Identification of Parties: Also known as “parties to the agreement”, the purpose of this section is to identify the people and/or entities involved in the non-disclosure contract. It explains who the disclosing party and recipient of are, using names and addresses.