Jurisdiction: New York
Employee Confidentiality and Proprietary Rights Agreement (NY)
Employee Confidentiality and Proprietary Rights Agreement (NY) Preparation Form – We recommend that you gather the information in this form prior to accessing the online questionnaire. Doing so will help you efficiently create your custom New York Employee Confidentiality and Proprietary Rights Agreement.
This Employee Confidentiality and Proprietary Rights Agreement is based on New York law. Employers and corporations use this agreement to help protect valuable, confidential information from disclosure or misuse by employees. Valuable information may include intellectual property assets, such as trade secrets. Additionally, employers use this agreement to help ensure that employees comply with relevant security policies and rules. We also offer this agreement, specifically tailored, for the following states: California, Florida, Illinois, and Texas.
Employers should require that employees sign a confidentiality agreement at the start of the employment relationship:
- To ensure that the employee does not learn confidential or proprietary information before the employee is subject to confidentiality restrictions.
- So that the new employment offer serves as consideration for the obligations in the agreement, to the extent that the law allows.
If executing the New York Confidentiality Agreement at the beginning of employment is not possible, employers should consider extending additional consideration at the time of signing (for example, additional money, increased benefits, or a promotion) to support the agreement.
This New York Confidentiality Agreement includes explanatory notes to help an employer customize this agreement to reflect its own business needs and specific industry practice.
When customizing this agreement, key considerations include:
- Identifying the appropriate employer entities as parties to the agreement, including, for example, the employer’s successors, assigns, subsidiaries, and affiliates.
- Providing adequate consideration to support the enforceability of the agreement and the obligations imposed on the employee.
- Defining the categories of confidential and proprietary information covered by the agreement.
- Drafting the disclosure and use restrictions to reflect the employer’s actual business needs, including best practices for sharing confidential information with third parties, without being overbroad.
- Modifying the agreement to reflect an employer’s actual information storage and IT practices.
- Drafting intellectual property assignment and “work made for hire” provisions in the agreement.
- Drafting a publicity consent provision for those employers that intend to use an employee’s name, likeness, or biographical information in connection with its business.
- Tailoring language for at-will and for-cause employees, as appropriate.
- Deciding the state law that governs interpretation of the agreement.
- Drafting an arbitration clause if the employer prefers to resolve disputes in arbitration.
- Addressing precedence issues, to preserve or supersede the employer’s rights or the employee’s obligations under other agreements, as appropriate.
- Understanding possible limits on enforceability of severability clauses under state law.
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