Non-Disclosure Agreement
Protect tenant data, maintenance records, and lease negotiations with a New York-specific non-disclosure agreement for property managers. Complies with NY SHIELD Act, NYC
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As a property manager in New York, you routinely handle sensitive tenant financial records, background check results, maintenance logs for habitability compliance, and proprietary vacancy rate... 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 personal information of New York residents received under this non-disclosure agreement for property manager in New York constitutes Private Information under the NY SHIELD Act (N.Y. Gen. Bus. Law § 899-aa and § 899-bb). Receiving Party shall implement and maintain reasonable security measures consistent with the Act, including but not limited to encryption of tenant financial data and prompt notification to the Disclosing Party of any breach within 24 hours. Failure to comply constitutes a material breach. This provision survives termination of the agreement and applies to all tenant data, background checks, and security deposit records handled in the ordinary course of property management in New York.
Receiving Party warrants that it maintains current training on the federal Fair Housing Act and the Americans with Disabilities Act (ADA) as required for property managers operating in New York. Any protected class information, reasonable accommodation requests, or accessibility audit records disclosed hereunder shall be used solely for the limited purpose of assisting with property management obligations and shall not be further disclosed or used in any manner that could constitute a discriminatory housing practice under 42 U.S.C. § 3601 et seq. or New York State Executive Law § 296. The Receiving Party shall indemnify the Disclosing Party against any claims arising from its unauthorized use or disclosure of such records.
Where the properties subject to this non-disclosure agreement for property manager in New York were constructed prior to 1978, the Receiving Party agrees to maintain strict confidentiality of all lead-based paint inspection reports, disclosures, and tenant notifications required under the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. § 4852d) and EPA regulations. Such information shall not be shared with unauthorized third parties and must be returned or destroyed upon termination. This clause ensures compliance with New York’s additional tenant notification requirements under NYC Local Law 1 of 2004 and prevents habitability-related disputes that frequently result in costly litigation for property managers.
This Agreement is executed in compliance with N.Y. Gen. Oblig. Law § 5-701, requiring that agreements which by their terms cannot be performed within one year must be in writing. The confidentiality obligations herein, which may extend beyond the initial term of any property management contract, are expressly intended to satisfy the Statute of Frauds. The parties acknowledge that the mutual promises contained herein, including the exchange of proprietary vacancy rate strategies and tenant dispute resolution protocols, constitute adequate consideration. Any amendment to this Agreement must also be in writing and signed by both parties to remain enforceable under New York law.
[property address list]
[confidential maintenance logs]
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 property manager in New York, you routinely handle sensitive tenant financial records, background check results, maintenance logs for habitability compliance, and proprietary vacancy rate strategies that give your firm a competitive edge in a tightly regulated rental market. A non-disclosure agreement for property manager in New York is essential when sharing this information with contractors, maintenance vendors, real estate brokers, or potential buyers during due diligence. Consider a common scenario: you are preparing to evict a tenant for repeated lease violations and must disclose detailed habitability inspection reports and security deposit ledgers to your attorney and a prospective new management company. Without a tailored NDA, this information could be misused, leading to Fair Housing Act complaints or security deposit disputes that cost thousands in legal fees. New York’s strict tenant rights laws, including rent stabilization rules in NYC, amplify these risks. Our NDA incorporates the NY SHIELD Act’s data security mandates for personal information of New York residents and aligns with N.Y. Gen. Oblig. Law § 5-701’s writing requirements for enforceability. It mitigates common liabilities like tenant disputes and habitability violations by clearly defining protected information such as lead-based paint disclosures required under the Residential Lead-Based Paint Hazard Reduction Act of 1992. Protect your business, maintain compliance with the Americans with Disabilities Act accessibility records, and safeguard your reputation in New York’s competitive property management industry.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Property 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.
Tenant Disputes
Utilize clear lease agreements that outline tenant responsibilities and dispute resolution processes.
Habitability Violations
Include clauses in leases that specify maintenance processes and consistently conduct property inspections to ensure compliance.
Security Deposit Disputes
Maintain detailed records of property conditions at move-in and move-out, and specify deposit handling procedures in lease agreements.
Violation of Fair Housing Laws
Implement and train staff on fair housing policies, and include non-discrimination clauses in rental agreements.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Fair Housing Act
The Fair Housing Act prohibits discrimination in housing-related activities, including rentals by property managers, based on race, color, national origin, religion, sex, familial status, or disability.
Enforced by U.S. Department of Housing and Urban Development (HUD)
Americans with Disabilities Act (ADA)
This law requires property managers to ensure that their properties are accessible to individuals with disabilities, particularly in public and commercial buildings.
Enforced by U.S. Department of Justice (DOJ)
Residential Lead-Based Paint Hazard Reduction Act of 1992
This regulation requires property managers to disclose any known lead paint hazards in properties built before 1978.
Enforced by U.S. Environmental Protection Agency (EPA)
State Landlord-Tenant Laws
These are state-specific laws that govern the relationship between landlords, property managers, and tenants, including lease terms, eviction procedures, and security deposits.
Enforced by State Government (varies by state)
Recommended coverage: Professional Liability Insurance (Errors & Omissions) · General Liability Insurance · Property Insurance · Tenant Discrimination Insurance · Workers' Compensation Insurance
Property managers in New York handle highly regulated tenant data and maintenance records that trigger obligations under the NY SHIELD Act and N.Y. Labor Law § 191. A generic NDA fails to address New York-specific requirements for protecting personal information of residents, fair housing compliance documentation, and security deposit handling procedures. Our form ensures compliance with N.Y. Gen. Oblig. Law § 5-701 while covering industry risks like habitability violations and eviction-related disclosures.
Confidential information must explicitly include tenant financial data, background screening results, maintenance request logs, lead paint disclosure records required by federal EPA rules, ADA accessibility assessments, and proprietary vacancy rate analytics. The NDA excludes publicly available information per standard exclusions but adds New York-specific carve-outs for data required to be disclosed under NYC Local Laws or during lawful eviction proceedings.
For a property manager in New York, the term should align with the duration of the business relationship plus a post-termination period of 3-5 years, consistent with trade secret protection under New York common law and N.Y. Gen. Oblig. Law. Surviving obligations for tenant personal data must comply with the NY SHIELD Act’s ongoing data security requirements even after the agreement ends.
Yes. By requiring receiving parties to maintain confidentiality of tenant demographic information and disability-related accommodation requests, the NDA supports compliance with the federal Fair Housing Act and New York State human rights laws. It includes specific obligations to prevent unauthorized disclosure that could lead to discrimination claims during tenant screening or maintenance request handling.
State laws affect what must be in this document. Pick your jurisdiction.
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