Non-Disclosure Agreement
Protect proprietary strategies, wallet access protocols, and DeFi tokenomics with a New York-specific non-disclosure agreement for cryptocurrency fund managers. Complies
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As a Cryptocurrency Fund Manager in New York, you routinely share sensitive information about cold storage procedures, staking yields, smart contract audits, and proprietary tokenomics models with... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that any Confidential Information containing personal data of New York residents, including wallet addresses or KYC information linked to investors, is subject to the New York SHIELD Act. Receiving Party warrants it maintains reasonable security safeguards consistent with the statute’s requirements for administrative, technical, and physical protections. In the event of a breach, Receiving Party shall notify Disclosing Party within 24 hours and cooperate fully with any required notifications to affected individuals or the New York Attorney General. This provision is mandated for all Cryptocurrency Fund Managers in New York handling digital asset data and survives termination of the agreement. Failure to comply constitutes a material breach allowing for statutory damages under New York law.
Both parties acknowledge that the Disclosing Party, as a Cryptocurrency Fund Manager in New York, is subject to the Investment Advisers Act of 1940 and potential registration as an RIA with the SEC if managing assets of $25 million or more. Receiving Party agrees that any shared information regarding fiduciary duties, conflict-of-interest disclosures, or token classification under the Securities Act of 1933 shall be used solely for the Permitted Purpose and shall not form the basis for claims of breach of fiduciary duty. This clause ensures compliance with New York’s interpretation of federal standards and prevents misuse that could trigger enforcement actions by the SEC or New York Department of Financial Services.
Receiving Party represents that it maintains policies compliant with the Bank Secrecy Act (BSA) and FinCEN regulations applicable to money services businesses. Any Confidential Information relating to investor identities, transaction monitoring, or suspicious activity reports shall not be further disclosed except as required by law after providing Disclosing Party with prior written notice. This is particularly critical for Cryptocurrency Fund Managers in New York subject to both federal BSA requirements and New York’s enhanced AML standards under the NY SHIELD Act. Breach of this provision may result in mandatory reporting to FinCEN and constitutes grounds for immediate termination of the agreement and pursuit of injunctive relief in New York courts.
Confidential Information includes all protocols, procedures, and insurance details related to custody of digital assets, including cold storage solutions and multi-signature wallet configurations. Receiving Party agrees not to replicate, reverse-engineer, or disclose such protocols to any third party without express written consent. This provision addresses the unique custody risks faced by Cryptocurrency Fund Managers in New York and aligns with industry standards for protecting proprietary security implementations. Pursuant to N.Y. Gen. Oblig. Law § 5-701, this written obligation survives any termination or expiration of the relationship and is essential to prevent loss of competitive advantage and potential investor claims for breach of fiduciary duty.
[specific confidential assets]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
As a Cryptocurrency Fund Manager in New York, you routinely share sensitive information about cold storage procedures, staking yields, smart contract audits, and proprietary tokenomics models with potential limited partners, custodians, or DeFi protocol developers. A single breach can expose your fund to front-running, regulatory scrutiny under the Investment Advisers Act of 1940, or massive losses from copied trading algorithms. New York courts strictly enforce NDAs that meet N.Y. Gen. Oblig. Law § 5-701’s writing requirements and align with the NY SHIELD Act’s data security mandates for personal information tied to investor wallets. Consider this concrete scenario: a Cryptocurrency Fund Manager servicing high-net-worth clients in Manhattan is frequently sued when a prospective investor leaks details of a proprietary staking pool’s performance metrics after due diligence, triggering both civil claims and FinCEN BSA reporting violations. Our tailored non-disclosure agreement for cryptocurrency fund manager in New York addresses these industry risks—market volatility disclosures, custody protocols, and regulatory compliance—while incorporating robust remedies, return-of-materials obligations, and New York governing law to safeguard your fiduciary duties and avoid misclassification of tokens as securities under the Securities Act of 1933. Without it, ambiguities in confidential information definitions can render protections unenforceable, leaving you exposed to conflicts of interest and costly litigation in New York courts.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Cryptocurrency Fund Manager:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
Market Volatility Risk
Use of detailed risk disclosures in fund documents explaining the nature of cryptocurrency volatility to investors.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Securities Act of 1933
Regulates the offer and sale of securities to ensure that investors receive the significant information about an investment prior to buying it. Cryptocurrency fund managers need to determine if tokens are considered securities under this act.
Enforced by U.S. Securities and Exchange Commission (SEC)
Investment Advisers Act of 1940
Regulates investment advisers, including those managing cryptocurrency funds, focusing on fiduciary responsibilities and conflict of interest disclosures.
Enforced by U.S. Securities and Exchange Commission (SEC)
Bank Secrecy Act (BSA)
Requires reporting of certain transactions to prevent money laundering. Cryptocurrency fund managers need to comply with anti-money laundering (AML) obligations under the BSA.
Enforced by Financial Crimes Enforcement Network (FinCEN)
Commodity Exchange Act (CEA)
Regulates trading of commodity futures and options markets. As certain cryptocurrencies are considered commodities, fund managers may fall under the purview of this act.
Enforced by U.S. Commodity Futures Trading Commission (CFTC)
Recommended coverage: Professional Liability Insurance (Errors & Omissions) · Crime Insurance · Directors and Officers (D&O) Insurance · Cyber Liability Insurance
This NDA explicitly defines confidential information to include wallet seed phrases, cold storage configurations, smart contract code, and tokenomics models. It imposes strict obligations on the receiving party under New York law, requiring compliance with the NY SHIELD Act for any personal data linked to investor identities. In the event of breach, it authorizes immediate injunctive relief and monetary damages, directly mitigating custody risk and preventing unauthorized replication of proprietary DeFi strategies that could trigger SEC scrutiny under the Investment Advisers Act of 1940.
The agreement incorporates mandatory data security and breach notification provisions required by the NY SHIELD Act. It also satisfies N.Y. Gen. Oblig. Law § 5-701’s Statute of Frauds by ensuring the contract is in writing, signed by both parties, and supported by consideration such as mutual exchange of proprietary fund information. New York jurisdiction and governing law clauses ensure disputes are resolved in New York courts, avoiding conflicts with out-of-state interpretations of fiduciary duties for cryptocurrency fund managers.
Yes. It includes warranties that shared information complies with the Bank Secrecy Act, Commodity Exchange Act, and SEC rules on whether tokens constitute securities. For a Cryptocurrency Fund Manager in New York managing over $25 million, the NDA requires the receiving party to acknowledge potential RIA registration obligations. This prevents misinterpretation of token classification and ensures disclosures about conflicts of interest and fee structures meet the standards of the Investment Advisers Act of 1940.
The remedies clause provides for equitable relief including injunctions obtainable in New York Supreme Court, plus recovery of attorneys’ fees as permitted under New York law. It also mandates immediate return or destruction of all materials containing confidential information such as staking algorithms or custody agreements. This is critical because New York courts will only enforce NDAs with clear duration terms and explicit exclusions, ensuring your fund’s proprietary information remains protected even after negotiations collapse.
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