What New York courts look for
New York courts require confidentiality restrictions to be (1) no broader than necessary to protect a legitimate business interest, (2) not unduly burdensome on the recipient, and (3) not injurious to the public. Overly long terms (10+ years for non-trade-secret info), overbroad definitions of "confidential information," or geographic restrictions inconsistent with the underlying interest can be struck down. Our template defaults to terms NY courts have historically upheld.
NY-specific clauses our template includes
✓ Mutual or unilateral with proper "Discloser/Recipient" labeling · ✓ Carve-outs for publicly available, independently developed, and lawfully obtained information · ✓ Optional injunctive-relief clause (NY courts grant readily for clear breaches) · ✓ Exclusive jurisdiction in New York Supreme Court (county selectable) · ✓ NY choice-of-law clause that survives the dissolution test.
When you need an attorney to review
For an NDA tied to a financing round, an M&A LOI, or any deal where the confidential information is the substantive value of the deal, have a NY-licensed attorney review. Our template handles 80% of standard NDAs cleanly; the remaining 20% need attorney judgment.