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What Can Confidentiality Agreements Legally Restrict in New York?

Confidentiality agreements (NDAs) in New York can protect trade secrets, proprietary business information, and confidential customer data you learned through employment. However, New York law strictly limits NDAs that silence victims of workplace harassment or prevent employees from reporting illegal conduct. You can never be required to keep silent about sexual harassment without your explicit consent, and no NDA can stop you from reporting violations to government agencies.

Enforceable confidentiality agreements must be narrowly tailored to protect legitimate business secrets, not general skills or industry knowledge you can use throughout your career. Employers cannot use NDAs to prevent you from discussing wages, working conditions, or unlawful practices.

Why Confidentiality Agreement Law Matters in New York

New York has taken a strong stance against NDAs that silence victims or hide illegal conduct, while still protecting legitimate business secrets. This balance matters because confidentiality agreements are extremely common—you’ve likely signed one as a condition of employment or severance.

Understanding the boundaries helps you:

  • Know what information you must protect after leaving a job
  • Recognize illegal NDA provisions that you can ignore
  • Protect yourself when reporting harassment or discrimination
  • Avoid liability for trade secret misappropriation
  • Negotiate fair severance agreements without improper gag orders

The 2018 reforms prohibiting sexual harassment NDAs marked a watershed moment, but many employees don’t realize these protections exist or how broadly they apply.

Trade Secrets vs. General Knowledge: The Critical Distinction

The most important question in confidentiality law is: What information is actually confidential? Courts carefully distinguish protectable trade secrets from general skills and knowledge.

What Qualifies as a Trade Secret

Under both New York common law and the federal Defend Trade Secrets Act (DTSA), information is a trade secret if:

  1. It’s not generally known or readily ascertainable by others
  2. It has economic value from being secret
  3. The owner took reasonable steps to keep it secret

Examples of Protectable Trade Secrets:

  • Proprietary source code or algorithms
  • Manufacturing processes or formulas
  • Customer lists that aren’t publicly available
  • Confidential pricing structures or profit margins
  • Business strategies or expansion plans
  • Unpublished research and development
  • Confidential financial data

Not Trade Secrets:

  • General skills you developed
  • Industry knowledge common to your field
  • Public information about the company
  • Information available through reverse engineering
  • Skills and experience you brought to the job
  • General business methods used across the industry

If a competitor could learn the information legally (market research, reverse engineering, independent development), it’s probably not a trade secret.

The “Inevitable Disclosure” Doctrine in New York

Some states allow employers to prevent employees from working for competitors if they will “inevitably” disclose trade secrets. New York has explicitly rejected this doctrine in most circumstances.

You can work for a competitor even if you learned trade secrets, as long as:

  • You don’t actually disclose or use the confidential information
  • You can perform your new job without relying on proprietary information
  • You take reasonable steps to avoid disclosure

Courts will not assume you’ll violate confidentiality just because you know secrets. The burden is on your former employer to prove actual or threatened disclosure.

Customer Lists: When Are They Confidential?

Customer information is protectable only if:

Confidential and Protectable:

  • Developed through substantial time, effort, and expense
  • Not readily available through public sources
  • Contains confidential details beyond basic contact information (purchasing patterns, pricing, specific needs)
  • Kept confidential through reasonable security measures

Not Confidential:

  • Customers you can identify through public sources (directories, trade shows, internet searches)
  • Relationships you developed before joining the company
  • Information customers publicly share
  • Names and addresses available through industry publications

If a client list is just a compilation of publicly available information, it’s not a trade secret even if your employer compiled it.

New York’s Sexual Harassment NDA Ban: What You Need to Know

In 2018, New York enacted groundbreaking legislation prohibiting NDAs that silence victims of sexual harassment. This law dramatically changed employment agreements and settlements.

What the Law Prohibits

Employers cannot include confidentiality provisions in any agreement (employment contract, settlement, severance) that would prevent you from discussing:

  • Sexual harassment claims
  • Sex-based discrimination related to harassment
  • Retaliation for reporting harassment

The prohibition applies to:

  • Pre-dispute agreements (employment contracts)
  • Settlement agreements resolving harassment claims
  • Severance packages when harassment occurred
  • Any other contract related to employment

The “Victim Preference” Exception

The law includes one exception: If you prefer confidentiality, an NDA is allowed. But strict requirements apply:

Required Conditions:

  1. 21-day consideration period – You must have 21 days to review the agreement before signing
  2. 7-day revocation period – After signing, you have 7 days to change your mind and revoke
  3. Your explicit preference – The agreement must state that confidentiality is your preference, not the employer’s requirement
  4. Right to report – The agreement must explicitly state you can still report to government agencies (EEOC, NY Division of Human Rights, law enforcement)

If an agreement doesn’t meet all four requirements, the confidentiality provision is void and unenforceable.

What You Can Always Do, Despite NDAs

Even if you signed an NDA with proper victim preference provisions, you retain the absolute right to:

  • File complaints with the Equal Employment Opportunity Commission (EEOC)
  • File complaints with the New York State Division of Human Rights
  • Report to local human rights commissions
  • Cooperate with government investigations
  • Testify in legal proceedings
  • Report criminal conduct to law enforcement

No NDA can waive these rights. Any provision attempting to do so is illegal and void.

Penalties for Violating the Sexual Harassment NDA Ban

Employers who attempt to enforce illegal harassment NDAs face:

  • The NDA provision is void and unenforceable
  • You can publicly disclose the harassment despite the agreement
  • Potential penalties under New York State Human Rights Law
  • Retaliation claims if they punish you for speaking out
  • Bar complaints if lawyers drafted the illegal provisions

If your employer threatens to enforce an illegal harassment NDA, consult an attorney immediately. You likely have claims against the employer for attempting to silence you.

Source: New York State Human Rights Law § 5-336

Whistleblower Protections: What NDAs Cannot Silence

Beyond sexual harassment, New York and federal laws protect whistleblowers who report illegal conduct. No confidentiality agreement can prevent you from reporting violations.

Protected Disclosures

You can always report to government agencies:

Federal Agencies:

  • Securities and Exchange Commission (SEC) – securities violations
  • Occupational Safety and Health Administration (OSHA) – safety violations
  • Department of Labor (DOL) – wage and hour violations
  • Equal Employment Opportunity Commission (EEOC) – discrimination
  • National Labor Relations Board (NLRB) – unfair labor practices
  • Environmental Protection Agency (EPA) – environmental violations
  • Internal Revenue Service (IRS) – tax fraud

State and Local Agencies:

  • New York Department of Labor
  • New York Division of Human Rights
  • New York Attorney General
  • County district attorneys
  • Local regulatory agencies

Protected Reports Include:

  • Violations of law or regulation
  • Public health and safety dangers
  • Financial fraud or mismanagement
  • Discrimination and harassment
  • Wage theft and labor violations
  • Environmental violations

The Dodd-Frank Whistleblower Protection

Federal Dodd-Frank regulations explicitly prohibit confidentiality agreements that prevent reporting violations to the SEC or other financial regulators. This protection extends to:

  • Securities fraud
  • Accounting irregularities
  • Financial misrepresentation
  • Corporate fraud

Employers cannot enforce NDAs against employees who report these violations, and cannot retaliate for reporting.

What You Can Be Required to Keep Confidential

Even with whistleblower protections, you still must:

  • Avoid public disclosure of trade secrets (reporting to agencies is protected, but posting on social media is not)
  • Not disclose confidential information to competitors
  • Report through proper channels (government agencies, not media, unless agencies fail to act)

The key: You can tell government investigators anything they need to know. You cannot tell the general public or competitors.

Permissible Confidentiality: What Employers Can Protect

Employers have legitimate interests in protecting business information. Valid confidentiality agreements can cover:

1. Proprietary Technical Information

  • Source code and software
  • Manufacturing processes
  • Formulas and recipes
  • Engineering designs
  • Research and development data
  • Technical specifications

2. Business Strategy and Financial Information

  • Strategic plans and expansion strategies
  • Confidential financial statements
  • Merger and acquisition plans
  • Pricing strategies and profit margins
  • Marketing plans and competitive analyses

3. Customer and Vendor Information

  • Non-public customer lists
  • Customer purchasing patterns and preferences
  • Confidential pricing and contract terms
  • Vendor relationships and terms

4. Personnel and Organizational Information

  • Employee compensation details
  • Performance reviews
  • Reorganization plans
  • Confidential personnel matters

5. Pre-Launch Products and Services

  • Unreleased products
  • Beta testing information
  • Launch strategies and timing
  • Confidential product roadmaps

Critical Limit: These restrictions must be reasonable in scope and duration. Confidentiality obligations typically last as long as the information remains confidential, but some agreements impose time limits (e.g., 2-5 years for business information).

What Confidentiality Agreements Cannot Restrict

New York law and public policy limit what employers can classify as “confidential”:

1. Wages and Working Conditions

The National Labor Relations Act (NLRA) protects your right to discuss:

  • Your wages and salary
  • Working conditions
  • Terms of employment
  • Workplace concerns with coworkers

“Pay secrecy” clauses are illegal under federal law. Your employer cannot prevent you from discussing your compensation with colleagues or require confidentiality about wages.

2. General Skills and Knowledge

You can use throughout your career:

  • Technical skills you developed
  • Industry knowledge
  • General business methods
  • Professional expertise
  • Problem-solving approaches

Employers cannot claim ownership of your human capital—the skills and knowledge you acquire through work experience.

3. Public Information

Obviously, you cannot be restricted from discussing information that is:

  • Already public knowledge
  • Available through public sources
  • Disclosed by the company publicly
  • Common industry knowledge

Some agreements try to prohibit disclosure even of public information “learned during employment.” These provisions are unenforceable.

4. Illegal Conduct or Safety Issues

As discussed above, you can always report:

  • Violations of law
  • Safety hazards
  • Fraud or corruption
  • Discrimination or harassment
  • Wage theft

5. Information Needed for Legal Defense

If you’re sued or face legal claims, you can disclose confidential information necessary to defend yourself. Courts recognize this “self-defense” privilege.

Duration and Scope: Reasonable Limits

Even for legitimate trade secrets, confidentiality agreements must be reasonable.

Time Limits

Reasonable Durations:

  • Trade secrets: Indefinite protection while information remains secret
  • Business strategies: 2-3 years (strategies become stale)
  • Customer information: 1-2 years (relationships change)
  • Personnel information: 1 year (employees move on)

Unreasonable:

  • Indefinite confidentiality for general business information
  • Restrictions extending beyond the useful life of information

Scope Limits

Restrictions must be proportional to your access:

  • If you only saw customer information for certain accounts, confidentiality should be limited to those customers
  • If you worked in one division, you can’t be restricted regarding other divisions’ information
  • If you had routine access to generally available information, broad confidentiality is unjustified

Courts reject “blanket” confidentiality agreements that try to classify everything you learned as secret.

Enforcing Confidentiality: Remedies and Litigation

When employers believe you violated a confidentiality agreement, they have several legal options:

Preliminary Injunction

Employers can seek emergency court orders requiring you to:

  • Stop using or disclosing trade secrets
  • Return confidential documents and delete copies
  • Cease working for a competitor (in extreme cases of inevitable disclosure)
  • Inform your new employer about the confidentiality breach

These hearings happen quickly. Employers must prove:

  • They own protectable trade secrets
  • You likely misappropriated them
  • They’ll suffer irreparable harm without an injunction
  • Money damages are inadequate

Damages

If you’re found liable for trade secret misappropriation:

Actual Damages:

  • Lost profits from your use of secrets
  • Unjust enrichment (your gains from using secrets)
  • Reasonable royalty for use of information

Statutory Damages:

  • Under DTSA: Up to double damages for willful and malicious misappropriation
  • Attorney’s fees if misappropriation was willful

Criminal Penalties:

  • New York criminal law prohibits commercial espionage
  • Federal Economic Espionage Act criminalizes theft of trade secrets
  • Penalties include fines and imprisonment for egregious cases

Your New Employer’s Liability

If your new employer knowingly benefits from your misappropriation:

  • They can be liable for trade secret theft
  • They may face injunctions preventing use of the information
  • They could owe damages jointly with you

This is why sophisticated employers:

  • Ask about confidentiality obligations during hiring
  • Prohibit you from bringing materials from former employers
  • Conduct “clean room” procedures to avoid tainted information

Defenses to Confidentiality Claims

If accused of violating a confidentiality agreement, you have several defenses:

1. Information Is Not Confidential

Prove the information:

  • Is publicly available
  • Is general knowledge in your industry
  • Was not properly protected as secret
  • Was independently developed by your new employer

2. No Confidentiality Agreement Exists

  • You never signed an NDA
  • The agreement is unenforceable (no consideration, fraud, duress)
  • The agreement expired or was terminated

3. You Didn’t Disclose or Use the Information

  • Your new job doesn’t involve the confidential information
  • You haven’t used or disclosed anything
  • Your former employer is speculating about future disclosure

4. Public Policy Exception

  • You were reporting illegal conduct to authorities
  • The NDA violates sexual harassment disclosure laws
  • Enforcing the agreement would violate public policy

5. Unclean Hands

  • Your employer breached the employment agreement first
  • The employer engaged in illegal conduct
  • The trade secret was obtained through illegal means

Confidentiality in Severance Agreements

Severance agreements almost always include confidentiality provisions. These raise special concerns.

Permissible Severance Confidentiality

Employers can require you to keep confidential:

  • Terms of the severance agreement (amount paid, terms of release)
  • Circumstances of your departure
  • Settlement discussions and negotiations
  • Allegations that were resolved through severance

These provisions are enforceable if reasonable and don’t violate harassment NDA laws or whistleblower protections.

Impermissible Severance Confidentiality

Severance NDAs cannot prohibit:

  • Filing EEOC or human rights complaints
  • Participating in government investigations
  • Testifying in legal proceedings
  • Discussing sexual harassment (without victim preference provisions)
  • Reporting illegal conduct to authorities

Negotiating Severance Confidentiality

When reviewing severance:

Request Modifications:

  • Narrow confidentiality to settlement terms only, not underlying facts
  • Add explicit carve-outs for government reporting
  • Remove any harassment confidentiality (unless you prefer it with proper procedures)
  • Limit duration (e.g., 2-3 years for non-trade-secret information)

Ensure Compliance:

  • If harassment is involved, confirm 21-day/7-day periods are included
  • Verify right to file agency complaints is explicitly stated
  • Check that whistleblower protections are not waived

Consider Alternatives:

  • Propose non-disparagement clauses instead of broad confidentiality
  • Suggest mutual confidentiality (employer also can’t discuss your departure)
  • Negotiate higher severance for broader confidentiality

See severance agreements for comprehensive guidance.

Industry-Specific Confidentiality Issues

Different industries face unique confidentiality challenges:

Technology and Software

  • Source code is typically protectable
  • Algorithms and proprietary methods are trade secrets
  • General programming skills are not confidential
  • API documentation may or may not be confidential depending on public availability

Healthcare

  • Patient information (HIPAA restrictions apply separately)
  • Medical procedures and techniques (generally not protectable unless truly novel)
  • Confidential research data
  • Billing and insurance arrangements

Financial Services

  • Client financial information
  • Trading strategies and algorithms
  • Proprietary financial models
  • Non-public market information

Manufacturing

  • Production processes and methods
  • Formulas and recipes
  • Quality control procedures
  • Supply chain relationships

Professional Services

  • Client lists and contact information
  • Service methodologies (often not protectable)
  • Billing rates and pricing (sometimes confidential)
  • Strategic advice given to clients

Taking Confidential Information: What Not to Do

When leaving a job, avoid these actions that constitute clear misappropriation:

Never:

  • Copy customer databases or lists
  • Take proprietary source code or documents
  • Forward confidential emails to personal accounts
  • Download confidential files to USB drives or cloud storage
  • Print confidential documents to take with you
  • Photograph confidential information
  • Save confidential information to personal devices

Do:

  • Keep only general work samples that aren’t confidential
  • Delete employer information from personal devices
  • Return all company documents and devices
  • Avoid accessing confidential systems after giving notice
  • Document what you did return and delete

If you took information accidentally, immediately return it and document that you deleted all copies. Your good faith effort may prevent liability.

Real-World Examples: Confidentiality Agreements in Action

Example 1: Software Engineer – Protectable Source Code

Alex was a software engineer who worked on proprietary algorithms. When he left for a competitor, he took source code from his former employer’s repository. His ex-employer discovered it when reviewing his new company’s product.

The court granted an injunction because:

  • The source code was clearly a trade secret
  • Alex had signed a confidentiality agreement
  • He deliberately copied and used proprietary code
  • His former employer took reasonable steps to protect the code

Alex faced damages, his new employer had to rewrite the infringing code, and Alex nearly faced criminal charges.

Example 2: Sales Manager – Non-Confidential Customer List

Maria was a sales manager who kept records of customers she contacted—information readily available through LinkedIn, industry directories, and public sources. When she left, her employer claimed she stole their confidential customer list.

The court refused enforcement because:

  • The customer information was publicly available
  • Maria used independent sources, not proprietary lists
  • Her employer failed to prove substantial investment in developing the list
  • The customers were easily identifiable without the list

Maria could contact customers using publicly available information.

Example 3: Sexual Harassment NDA – Void Provision

Carlos signed a severance agreement with confidentiality provisions after reporting sexual harassment. The agreement gave him 5 days to consider, no revocation period, and prohibited discussing the harassment.

The NDA was unenforceable because:

  • It didn’t provide the required 21-day consideration period
  • It lacked a 7-day revocation period
  • It didn’t state that confidentiality was Carlos’s preference
  • It didn’t explicitly reserve his right to file government complaints

Carlos disclosed the harassment publicly, and his employer could not enforce the NDA.

Example 4: Finance Executive – Legitimate Trade Secrets

Jennifer was a CFO with access to confidential acquisition plans, financial projections, and strategic expansion strategies. She signed a comprehensive confidentiality agreement. After leaving, she used this information to help a competitor make acquisition bids.

The court enforced the confidentiality agreement because:

  • The strategic information was clearly confidential
  • Jennifer had high-level access to valuable non-public information
  • Her use directly harmed her former employer’s business
  • The NDA was narrowly tailored to legitimate trade secrets

Jennifer and her new employer faced substantial damages.

Example 5: Restaurant Manager – General Industry Knowledge

David managed a restaurant and signed an NDA prohibiting disclosure of “confidential recipes and business methods.” When he left to open his own restaurant, his former employer sued, claiming he used their “secret” methods.

The court refused enforcement because:

  • The recipes were standard dishes available in cookbooks
  • The “business methods” were general restaurant management practices
  • No true trade secrets existed
  • The NDA was overbroad and tried to restrict general knowledge

David could operate his restaurant using standard culinary techniques.

Example 6: Whistleblower – Protected Disclosure

Nina worked in accounting and discovered financial fraud. She signed a confidentiality agreement but reported the fraud to the SEC and New York Attorney General.

Her employer threatened to enforce the NDA. Nina prevailed because:

  • Whistleblower protections override confidentiality agreements
  • She reported through proper government channels
  • The confidentiality agreement couldn’t prohibit reporting illegal conduct
  • She faced retaliation claims for the employer’s threats

Nina kept her severance and faced no liability for reporting fraud.

Example 7: Graphic Designer – Work Samples

Jordan was a graphic designer who kept copies of designs he created to show prospective employers. His NDA prohibited taking “any company materials.” His employer claimed the portfolio violated confidentiality.

The court sided with Jordan because:

  • The designs were his creative work samples
  • Many were publicly used by the employer (not secret)
  • He needed work samples to pursue his profession
  • The NDA was overbroad in prohibiting all materials

Jordan could use non-confidential work samples in his portfolio.

Example 8: Pharmaceutical Researcher – Protectable Research Data

Dr. Kim was a pharmaceutical researcher working on unpublished clinical trial data. She signed a robust confidentiality agreement. When she joined a competitor, her former employer sought an injunction claiming she would inevitably disclose trade secrets.

The court refused the injunction but enforced confidentiality because:

  • New York rejects inevitable disclosure doctrine
  • Dr. Kim could work in research without disclosing specific data
  • The employer must prove actual disclosure, not assume it
  • Dr. Kim credibly committed to avoid using confidential information

Dr. Kim could work for the competitor but faced ongoing monitoring and potential liability if she disclosed the research.

Example 9: Admin Assistant – Overbroad NDA

Aisha was an administrative assistant who signed an NDA covering “all information learned during employment.” When she left, her employer claimed she violated it by discussing general office procedures with her new employer.

The court refused enforcement because:

  • The NDA was impossibly broad
  • Administrative tasks involve general office knowledge, not trade secrets
  • Aisha didn’t have access to actual confidential information
  • The employer couldn’t identify specific protectable information

Aisha faced no restrictions.

Example 10: Consultant – Client Confidentiality

Robert was a management consultant who learned confidential strategic plans from multiple clients. His confidentiality agreement protected client information. When he left, his employer alleged he disclosed client secrets to competitors.

The court enforced the agreement because:

  • Client confidential information is clearly protectable
  • Consultants have fiduciary duties to protect client secrets
  • Robert’s disclosure directly benefited competitors
  • The NDA was reasonable and necessary

Robert faced damages for breaching both the NDA and professional duties.

Example 11: Harassment Victim – Proper NDA Procedure

Lisa negotiated a severance after experiencing sexual harassment. She preferred confidentiality to avoid public disclosure. The agreement provided 21 days to consider, 7 days to revoke, stated confidentiality was her preference, and explicitly allowed government reporting.

The NDA was enforceable because:

  • All statutory requirements were met
  • Lisa genuinely preferred confidentiality
  • She retained rights to report to agencies
  • The agreement was voluntary

Lisa honored the confidentiality and received her severance.

Example 12: Engineer – Inevitable Disclosure Rejected

Marcus was a senior engineer who joined a direct competitor. His former employer sought an injunction arguing he would inevitably disclose trade secrets in his new role.

The court refused the injunction because:

  • New York rejects inevitable disclosure doctrine
  • The employer must prove actual misappropriation
  • Marcus could do his new job using general engineering skills
  • Speculation about future disclosure is insufficient

Marcus could work for the competitor but faced potential liability if he actually disclosed secrets.

Common Questions About New York Confidentiality Agreements

Q: Can my employer make me sign a confidentiality agreement after I’ve already started working?

A: Yes, if they provide additional consideration (raise, promotion, bonus, new benefits). Continued employment alone is not sufficient consideration in New York. If they threaten termination without offering anything new, the NDA may be unenforceable.

Q: What happens if I accidentally took confidential information when I left my job?

A: Immediately return it and delete all copies. Document your actions and notify your former employer if appropriate. Accidental retention is different from intentional theft. Prompt correction may prevent liability, though you should consult an attorney about potential exposure.

Q: Can I be prevented from discussing my salary with coworkers?

A: No. The National Labor Relations Act protects your right to discuss wages and working conditions. “Pay secrecy” clauses are illegal under federal law. Your employer cannot enforce confidentiality agreements that prohibit wage discussions.

Q: If I signed an NDA about sexual harassment, am I bound by it?

A: Only if it meets New York’s strict requirements: 21-day consideration, 7-day revocation, statement that confidentiality is your preference, and explicit right to report to agencies. If these requirements aren’t met, the NDA is void. Even with a valid NDA, you can always report to government agencies.

Q: Can my employer prevent me from working in my field if I know trade secrets?

A: Generally no. New York rejects the “inevitable disclosure” doctrine. Your employer must prove you actually disclosed or used trade secrets, not just assume you will. You can work for competitors using your general skills as long as you don’t disclose specific confidential information.

Q: What’s the difference between a confidentiality agreement and a non-compete?

A: A confidentiality agreement prohibits disclosing or using specific confidential information. A non-compete prohibits working for competitors or in a competing business. Confidentiality agreements are narrower and more likely to be enforced. See non-compete agreements for details.

Q: Can I be fired for refusing to sign a confidentiality agreement?

A: If you’re an at-will employee, generally yes. However, if the NDA is illegal (e.g., prohibits reporting harassment or discussing wages), termination for refusal may be wrongful. Consult an attorney before refusing to sign or accepting termination.

Q: How long do confidentiality obligations last?

A: It depends. Trade secret confidentiality lasts as long as the information remains secret (potentially forever). Other business information confidentiality typically lasts 2-5 years. After leaving a job, your obligations continue unless the information becomes public or the agreement expires.

Q: Can I tell government investigators about confidential information if I’m reporting illegal conduct?

A: Yes. Whistleblower protections override confidentiality agreements. You can disclose anything necessary to report violations to government agencies. However, public disclosure (to media or social media) may not be protected unless agencies fail to act.

Q: What if my confidentiality agreement says I can never disclose anything I learned during employment?

A: That’s overbroad and likely unenforceable. Courts reject blanket confidentiality that tries to cover general knowledge and skills. Enforceable NDAs must be limited to specific trade secrets and proprietary information.

Related Topics

Take Action: Review Your Confidentiality Obligations

If you’ve signed a confidentiality agreement or are considering leaving your job, take these steps:

  1. Locate your NDA – Find and read any confidentiality agreements you signed
  2. Identify what’s protected – Determine what information is actually confidential vs. general knowledge
  3. Avoid taking information – Don’t copy, download, or remove confidential materials
  4. Understand your rights – Know you can report illegal conduct and harassment despite NDAs
  5. Consult an attorney – Get legal review before changing jobs or if accused of violating confidentiality

An employment attorney can review your specific agreement and advise whether you’re at risk for your new job or career move.

Facing a confidentiality dispute or harassment NDA issue? Contact the New York State Bar Association Lawyer Referral Service to find an experienced employment attorney.

Legal Disclaimer

This article provides general information about New York confidentiality agreements and NDA law. It should not be construed as legal advice. Whether a confidentiality agreement is enforceable and what information is protectable depends on specific contract language, the type of information, your job duties, and many other factors.

For advice about your specific confidentiality agreement or situation, consult a licensed New York employment attorney. Laws change frequently, and this information may not reflect the most recent legal developments.

Nothing in this article creates an attorney-client relationship. If your employer is threatening to enforce a confidentiality agreement or you’ve been accused of trade secret misappropriation, contact an attorney immediately.

Last updated: November 4, 2025