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New York Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of , by and between:
Disclosing Party: , having its principal place of business at .
Receiving Party: , having its principal place of business at .
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" refers to any information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
- Maintain the confidentiality of the Confidential Information;
- Limit disclosure of the Confidential Information to employees or agents who need to know it;
- Not use the Confidential Information for any purpose other than as expressly permitted by this Agreement;
- Take all reasonable precautions to protect the confidentiality of the Confidential Information.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
- Is rightfully received from a third party without any obligation of confidentiality;
- Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information;
- Is disclosed under the order of a court or governmental agency.
4. Term
This Agreement shall remain in effect for a period of years from the date of disclosure of the Confidential Information.
5. Return of Materials
Upon termination of this Agreement, the Receiving Party agrees to return or destroy all materials containing Confidential Information within days.
6. No License
Nothng contained in this Agreement shall be construed as granting any rights to the Receiving Party under any patent, copyright, or other intellectual property of the Disclosing Party.
7. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. Any modifications to this Agreement must be made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party Signature: _______________________
Printed Name:
Date:
Receiving Party Signature: _______________________
Printed Name:
Date:
Form Data
| Fact Name | Description |
|---|---|
| Purpose | The New York Non-disclosure Agreement (NDA) is designed to protect confidential information shared between parties. |
| Governing Law | The NDA is governed by New York State law, which provides the legal framework for enforcing confidentiality obligations. |
| Parties Involved | Typically, the NDA involves at least two parties: the disclosing party and the receiving party, each with specific rights and obligations. |
| Duration of Confidentiality | The duration for which the information must remain confidential can vary, but it is often specified in the agreement. |
| Consequences of Breach | If a party breaches the NDA, they may face legal action, including potential damages and injunctive relief. |
New York Non-disclosure Agreement - Usage Guidelines
Completing the New York Non-disclosure Agreement form is essential for protecting sensitive information. Ensure that all sections are filled out accurately to prevent any potential misunderstandings in the future. Follow the steps below to fill out the form correctly.
- Begin by downloading the New York Non-disclosure Agreement form from a reliable source.
- Open the form and read through the instructions carefully to understand the required information.
- Enter the date at the top of the form. This is the date when the agreement will take effect.
- 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 of both parties. This should include street address, city, state, and zip code.
- Clearly define the confidential information. Specify what information is considered confidential and should be protected.
- Outline the obligations of the receiving party. State what the receiving party must do to protect the confidential information.
- Include the duration of the confidentiality obligation. Specify how long the receiving party must keep the information confidential.
- Sign and date the form. Both parties must sign to make the agreement legally binding.
- Make copies of the signed agreement for both parties' records.
Some Other Non-disclosure Agreement State Templates
Texas Non Disclosure Agreement - This document is essential for maintaining a competitive edge by preventing information leaks.
When buying or selling a motorcycle in Colorado, it's crucial to have a properly executed Motorcycle Bill of Sale form. This legal document not only captures the essential details of the transaction, such as the motorcycle's make, model, year, and identification number, but it also serves as proof of ownership transfer between the parties involved. For those looking for a reliable way to create this document, you can find helpful resources at Colorado PDF Templates, ensuring a smooth process for both buyers and sellers.
Whats an Nda - Facilitates trust between parties by ensuring information remains private.
Dos and Don'ts
When filling out the New York Non-disclosure Agreement (NDA) form, it's essential to follow certain guidelines to ensure the document is effective and legally binding. Here’s a list of things to do and avoid:
- Do read the entire NDA carefully before filling it out.
- Do provide accurate information about all parties involved.
- Do clearly define what constitutes confidential information.
- Do specify the duration of the confidentiality obligation.
- Do include any exceptions to confidentiality, if applicable.
- Don't rush through the form; take your time to ensure accuracy.
- Don't leave any sections blank unless explicitly stated.
- Don't use vague language that could lead to misunderstandings.
- Don't ignore the need for signatures from all parties.
- Don't forget to keep a copy of the signed NDA for your records.
Common mistakes
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Not Clearly Defining Confidential Information: One common mistake is failing to specify what constitutes confidential information. It’s crucial to be explicit about what is considered confidential to avoid misunderstandings.
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Omitting the Purpose of Disclosure: Some individuals forget to include the purpose for which the information is being shared. Clearly stating this helps to set boundaries on how the information can be used.
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Leaving Out the Duration of Confidentiality: Another frequent error is not specifying how long the confidentiality obligations will last. This can lead to confusion about when the agreement expires.
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Failing to Include Obligations of the Receiving Party: It’s essential to outline what is expected from the receiving party. Without clear obligations, enforcing the agreement becomes challenging.
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Not Addressing Exceptions: Many overlook the need to state exceptions to confidentiality. This includes information that is already public or independently developed. Clarifying these exceptions is vital.
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Neglecting to Sign and Date: A simple yet critical mistake is forgetting to sign and date the agreement. An unsigned document may not hold up legally.
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Using Vague Language: Ambiguous terms can lead to varied interpretations. It's important to use clear and concise language to ensure everyone understands the terms.
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Not Including Jurisdiction: Failing to specify which state’s laws will govern the agreement can create complications if a dispute arises. Including this detail helps clarify legal recourse.
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Ignoring Legal Review: Lastly, many skip having a legal professional review the agreement. A legal expert can provide valuable insights and help avoid potential pitfalls.