Why is New York law a common choice for NDAs?

New York has a deep body of commercial case law and §5-1401 allows parties to choose New York law for sufficiently large transactions, which gives certainty.

Do I need to have offices in New York to choose New York law?

For commercial NDAs above the statutory threshold, no — §5-1401 explicitly permits the choice regardless of nexus. For smaller agreements, some connection is safer.

Should the NDA waive jury trial?

In New York commercial practice it is common to include a jury trial waiver for efficiency, though it is a negotiable point.

United States — New York

Mutual NDA

A New York-law mutual NDA template with explicit jurisdiction and a complete example.

New York is the other dominant choice-of-law forum for U.S. commercial contracts, especially in finance, media, and real estate. New York courts are willing to enforce clearly-drafted confidentiality provisions, and New York General Obligations Law §5-1401 permits parties to choose New York law for sufficiently large commercial transactions regardless of nexus.

A New York-governed mutual NDA typically includes explicit consent to jurisdiction in the state and federal courts sitting in New York County, plus a waiver of inconvenient-forum arguments. Terms of three to five years are common.

Required clauses for New York

Definition of Confidential Information: Broad definition tied to marking or reasonable expectation.
Permitted Purpose: Tied to the specific business discussion at hand.
Exclusions: Standard four-exclusion set.
Term: Three to five years; longer for technical trade secrets.
Governing Law — New York: New York law; for qualifying transactions, supported by NY GOL §5-1401.
Jurisdiction — New York County: Exclusive jurisdiction in state and federal courts in New York County.

Example contract

A hand-written illustrative example. Not a substitute for legal advice on your specific situation.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Party A], a New York corporation with its principal place of business at [address] ("Party A"), and [Party B], a [jurisdiction] [entity type] with its principal place of business at [address] ("Party B"). Each a "Party" and together the "Parties".

1. PURPOSE. The Parties wish to explore a potential business relationship (the "Purpose") and, in connection with that discussion, may disclose to each other certain non-public business, technical, and financial information.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient before receipt from the Discloser; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is rightfully received from a third party who owes no duty of confidentiality.

4. OBLIGATIONS. The Recipient shall (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) limit access to its personnel and professional advisors who have a need to know and who are bound by written or professional obligations of confidentiality.

5. COMPELLED DISCLOSURE. If the Recipient is legally compelled to disclose Confidential Information, it shall, where legally permitted, provide prompt notice to the Discloser so that the Discloser may seek a protective order.

6. TERM. This Agreement will remain in effect for three (3) years from the Effective Date. The obligations of confidentiality will survive termination for a further two (2) years, and indefinitely as to any information that constitutes a trade secret under applicable law.

7. NO LICENSE. Nothing in this Agreement grants the Recipient any license or other rights in the Discloser's Confidential Information or intellectual property, except the limited right to use it for the Purpose.

8. NO WARRANTY. All Confidential Information is provided "AS IS". Neither Party makes any warranty as to the accuracy or completeness of Confidential Information.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, pursuant to New York General Obligations Law §5-1401 where applicable, without regard to its conflict of laws principles.

10. JURISDICTION. The Parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, State of New York for any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior discussions and writings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Frequently asked questions

Why is New York law a common choice for NDAs?: New York has a deep body of commercial case law and §5-1401 allows parties to choose New York law for sufficiently large transactions, which gives certainty.
Do I need to have offices in New York to choose New York law?: For commercial NDAs above the statutory threshold, no — §5-1401 explicitly permits the choice regardless of nexus. For smaller agreements, some connection is safer.
Should the NDA waive jury trial?: In New York commercial practice it is common to include a jury trial waiver for efficiency, though it is a negotiable point.

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