New York Employee and Severance NDA
Draft a New York employee or severance NDA under General Obligations Law 5-336, with the required notice of the worker's right to speak to agencies and counsel.
Introduction
A New York employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release of claims, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In New York, General Obligations Law Section 5-336 bars concealing the facts of a discrimination, harassment, or retaliation claim in a settlement unless confidentiality is the worker's documented preference after a 21-day review. It also requires a nondisclosure provision entered after January 1, 2020 to state that the worker may speak with agencies, the Attorney General, or their attorney. DocDraft drafts a New York-compliant employee or severance NDA from your facts, with the mandatory carve-out built in, and attorney review is available before anyone signs.
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Key Things to Know
- 1
Section 5-336 covers settlements of covered claims. An employer cannot include a term that prevents disclosure of the underlying facts of a discrimination, harassment, or retaliation claim unless confidentiality is the complainant's own preference.
- 2
New York mandates carve-out language. A nondisclosure provision in an employment contract entered after January 1, 2020 must state that it does not prohibit the worker from speaking with law enforcement, the EEOC, the State Division of Human Rights, the Attorney General, a local human rights commission, or their attorney.
- 3
Confidentiality has to be the worker's documented choice. A confidentiality term over a covered claim can only stand if the complainant prefers it, memorialized after a 21-day consideration period.
- 4
Severance releases have extra limits. A New York release resolving a covered claim cannot require liquidated damages, a forfeiture of consideration, or an affirmative statement that no discrimination occurred.
- 5
The scope is broad. The restriction reaches discrimination, harassment, and retaliation, not sexual harassment alone.
- 6
It applies to both onboarding and separation. A day-one NDA needs the mandated agency-and-counsel notice, and a settlement or severance release is separately limited on concealing the facts of a covered claim.
- 7
Trade secrets remain protectable. Section 5-336 limits silencing unlawful conduct, not the protection of legitimate trade secrets and confidential business information, and the federal Defend Trade Secrets Act notice still belongs in the agreement.
Key decisions before you file
Before you file a Employee and Severance NDA in New York, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.
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New York Requirements for Employee and Severance NDA
New York General Obligations Law Section 5-336
Draft a New York employee or severance NDA under General Obligations Law 5-336, with the required notice of the worker's right to speak to agencies and counsel.