Non-Disclosure Agreement
Protect client PHI and session notes with a New York-specific Non-Disclosure Agreement for mental health counselors. HIPAA, NY SHIELD Act, and duty-to-warn compliant NDA.
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As a licensed mental health counselor practicing in New York, you regularly share sensitive client information with administrative staff, consulting psychiatrists, or supervised interns to coordinate... 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 expressly acknowledges and agrees to comply with the New York State Information Security Breach and Notification Act (NY SHIELD Act). Any unauthorized acquisition of unencrypted computerized data that compromises the security, confidentiality, or integrity of a New York resident’s private information, including any element of Protected Health Information disclosed under this Agreement, must be reported to the Disclosing Party and affected clients within the timelines required by the NY SHIELD Act. The Receiving Party shall implement and maintain reasonable security procedures consistent with the NY SHIELD Act and shall indemnify the Disclosing Party, a licensed mental health counselor in New York, for any regulatory fines, legal fees, or damages resulting from the Receiving Party’s failure to meet these obligations.
Nothing in this Agreement shall limit the Disclosing Party’s obligations under New York Mental Hygiene Law and applicable case law to warn or protect identifiable third parties when a client presents a serious threat of violence. The Receiving Party acknowledges that confidentiality of PHI may be breached without client consent in such circumstances and agrees not to interfere with the Disclosing Party’s exercise of professional judgment required by the New York State Education Department licensing standards. This clause is incorporated pursuant to the counselor’s duty to maintain compliance with both HIPAA and New York State Education Department regulations governing mental health practice.
If any information disclosed under this Agreement qualifies as a substance use disorder patient record under 42 CFR Part 2, the Receiving Party agrees to maintain heightened confidentiality standards. Written patient consent must be obtained before any further disclosure except in statutorily permitted situations. The Receiving Party warrants that its employees, agents, and subcontractors have been trained on 42 CFR Part 2 requirements and will treat such records with the same or greater protections as required for general PHI under HIPAA. Violation of these protections may subject the Receiving Party to federal penalties and shall constitute a material breach of this non-disclosure agreement for mental health counselor in New York.
Pursuant to N.Y. Gen. Oblig. Law § 5-701, this Agreement is executed in writing to satisfy the Statute of Frauds for any confidentiality undertaking that cannot be performed within one year. The parties acknowledge that the confidentiality obligations survive termination of the professional relationship and any fixed term stated herein. This provision ensures enforceability under New York law and prevents any claim that the non-disclosure obligations are oral or otherwise unenforceable. The Disclosing Party, a New York State licensed mental health counselor, relies upon this written instrument to protect client information and maintain professional licensure.
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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 licensed mental health counselor practicing in New York, you regularly share sensitive client information with administrative staff, consulting psychiatrists, or supervised interns to coordinate care. A New York-specific non-disclosure agreement for mental health counselor in New York is essential when a breach of confidentiality could trigger mandatory reporting under the NY SHIELD Act or violate 42 CFR Part 2 for clients in substance use recovery. Consider a concrete scenario: you are collaborating with a group practice in Manhattan and must disclose a client’s DSM-5 diagnosis and treatment plan notes to a new associate counselor. Without a tailored NDA, that associate could inadvertently violate HIPAA or trigger a licensing board complaint with the New York State Education Department, exposing you to malpractice claims. This agreement clearly defines Protected Health Information (PHI), session recordings, and progress notes as confidential while carving out your duty to warn under New York’s Tarasoff-equivalent obligations. It directly addresses common contractual pain points such as informed consent clarity, record-keeping obligations, and termination of services. By incorporating New York General Obligations Law § 5-701 writing requirements and NY SHIELD Act data-security mandates, this document safeguards your therapeutic alliance, prevents licensing violations, and gives you enforceable remedies if a receiving party mishandles client data.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Mental Health Counselor:
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.
Confidentiality Breaches
Include comprehensive confidentiality clauses in informed consent forms and establish strict record-keeping protocols.
Duty to Warn and Protect
Clearly define circumstances under which confidentiality may be breached in the informed consent and maintain regular supervision and consultation to evaluate such risks.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Health Insurance Portability and Accountability Act (HIPAA)
This regulation governs the privacy and security of patient information. Mental health counselors must comply with HIPAA to ensure the protection of client health information (PHI).
Enforced by Health and Human Services Office for Civil Rights (HHS OCR)
42 CFR Part 2
These regulations pertain to the confidentiality of substance use disorder patient records. Any counselor dealing with clients in addiction recovery must ensure compliance to protect patient information.
Enforced by Substance Abuse and Mental Health Services Administration (SAMHSA)
State Licensing Laws and Regulations
Each state has its specific laws and regulations that govern the licensure of mental health counselors. For example, the New York State Education Department regulates professional licensure in New York.
Enforced by State Licensing Boards
Recommended coverage: Professional Liability Insurance (Malpractice Insurance) · General Liability Insurance · Cyber Liability Insurance · Workers' Compensation Insurance (if applicable)
No. A generic NDA does not address the specific requirements of HIPAA, 42 CFR Part 2, or the NY SHIELD Act. New York mental health counselors must ensure the agreement expressly references Protected Health Information, duty-to-warn exceptions, and data-breach notification timelines mandated by the NY SHIELD Act. Using our specialized template ensures compliance with the New York State Education Department licensing rules and prevents accidental licensing violations.
The definition must explicitly include session notes, treatment plans, DSM-5 diagnoses, audio/video recordings, billing records containing PHI, and any information shared during supervision. Under New York law and HIPAA, these items cannot be disclosed without written authorization except in narrowly defined circumstances such as imminent harm or court order. Our form guides you to list these items clearly while carving out exclusions required by 42 CFR Part 2.
New York best practice and the New York State Education Department recommend indefinite confidentiality for mental health records unless a statute requires otherwise. The NDA should specify that obligations survive termination of the agreement and the therapeutic relationship. This prevents future breaches that could lead to malpractice claims or licensing board complaints.
Yes. Administrative personnel, billing specialists, and IT contractors who may access PHI must sign a business associate agreement or a counselor-specific NDA. The document includes clauses tailored to New York’s SHIELD Act data-security requirements and ensures that non-clinical staff understand their obligations regarding client confidentiality.
State laws affect what must be in this document. Pick your jurisdiction.
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