New York Confidentiality and Invention Assignment Agreement
New York limits what an employer can claim in an employee's own inventions, and it has no statute setting an earnings threshold for non-competes. Restrictive covenants are judged case by case under a three-part reasonableness test. Confidentiality clauses must leave room for wage discussions and for reports to government agencies.
What New York law does to this document
Inventions made on the employee's own time
An employment agreement cannot require assignment of an invention the employee developed entirely on their own time without the employer's equipment, supplies, facilities or trade secret information. The exception does not cover inventions that relate to the employer's business or its actual or demonstrably anticipated research or development, or that result from work performed for the employer. A clause that reaches further is against public policy and unenforceable to that extent. The statute was signed on September 15, 2023 and, unlike some other states' laws, does not require a written notice to the employee.
N.Y. Labor Law § 203-fNon-competes face a three-part test
New York has no general non-compete statute. A restraint is reasonable only if it is no greater than required to protect a legitimate interest of the employer, does not impose undue hardship on the employee, and does not injure the public. The legitimate interests the courts recognize are protection of trade secrets and confidential customer information, and protection against competition from an employee whose services are special or extraordinary.
BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999)No earnings threshold, and a pending bill
No New York statute ties non-compete enforceability to the employee's pay. The Governor vetoed a broad ban on December 22, 2023. A narrower bill, S9759, passed the Senate on June 3, 2026 and would exempt workers paid $500,000 or more per year, but as of November 2026 it had not passed the Assembly and is not law.
2025-2026 N.Y. Senate Bill S9759; 2023-2024 N.Y. Senate Bill S3100-A (vetoed)Partial enforcement is not guaranteed
A New York court may enforce an overbroad covenant in part. It will do so only if the employer shows it did not overreach, did not use dominant bargaining power coercively, and did not engage in other anti-competitive misconduct. An employer that imposes a covenant it knows is too broad risks losing all of it.
BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 394 (1999)Required notice in confidentiality clauses
A contract term that prevents an employee, potential employee or independent contractor from disclosing facts related to a future discrimination claim is void unless it carries a notice. The notice must say the term does not bar speaking with law enforcement, the EEOC, the State Division of Human Rights, the Attorney General, a local human rights commission or the person's attorney.
N.Y. Gen. Oblig. Law § 5-336(2)Wages and whistleblowing stay open
An employer may not prohibit an employee from asking about, discussing or disclosing wages, although it may set reasonable written limits on time, place and manner. Employers must also post a notice of employees' rights under the whistleblower statute. A confidentiality definition should not sweep in either subject.
N.Y. Labor Law §§ 194(4), 740(8)Where people go wrong in New York
- Answering the earnings-threshold question as though New York had one: no New York statute sets a pay floor for non-competes, so the common-law test in BDO Seidman applies at every salary level.
- Relying on the generator's confidentiality clause as it stands: it preserves reports to government agencies in general terms but does not contain the notice General Obligations Law § 5-336(2) requires for contracts entered into on or after January 1, 2020, which must name law enforcement, the EEOC, the State Division of Human Rights, the Attorney General, a local human rights commission and the employee's attorney, so that notice has to be added.
- Requiring a post-employment non-compete from an on-air or other covered broadcast employee, which Labor Law § 202-k prohibits for non-management staff.
How the generator works
The core IP-and-confidentiality agreement every employee should sign. It assigns work product to the company, protects trade secrets, and handles restrictive covenants to the 2026 rules. Answer a short interview and the draft assembles as you go, with New York already set as the governing state. Download it as PDF or Word. No fee. No account.
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