Non-Disclosure Agreement

Non-Disclosure Agreement for Social Media Managers in New York

Secure your brand reputation and client data. Create a New York-compliant NDA for social media managers featuring NY SHIELD Act and Freelance Isn't Free Act protections.

By The PaperForge Editorial TeamLast updated June 11, 2026

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Terms

Effective Date *

NDA Type *

Definition of Confidential Information *

Be specific: trade secrets, client lists, financial data, proprietary processes, etc.

Duration of Obligations *

Governing State Law *

Parties

Disclosing Party Name *

Receiving Party Name *

Signatures

Disclosing Party Signature

Receiving Party Signature

Specific Social Media Assets to Protect (e.g., Content Calendars, Influencer Lists, Ad Spend Analytics) *

Provide details as applicable.

Require recipient to maintain data security safeguards per the NY SHIELD Act?*

Duration of Obligation (e.g., 2 years after termination, or Perpetuity for Trade Secrets) *

Authorized Third-Party Disclosures (e.g., specific sub-contractors, photographers, or analytics tools)

Provide details as applicable.

I understand this tool generates templates for informational purposes only and does not constitute legal, business, or financial advice.

Non-Disclosure Agreement

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:

1. Definition of Confidential Information

"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.

2. Obligations of Receiving Party

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.

3. Permitted Disclosures

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.

4. Term and Duration

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.

5. Return of Materials

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.

6. No License or Warranty

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.

7. Remedies

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.

8. Governing Law and Jurisdiction

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. Miscellaneous

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.

Additional Details

Specific Social Media Assets to Protect (e.g., Content Calendars, Influencer Lists, Ad Spend Analytics):

[confidential info types]

Require recipient to maintain data security safeguards per the NY SHIELD Act?: [ny shield compliance required]

Duration of Obligation (e.g., 2 years after termination, or Perpetuity for Trade Secrets): [duration of confidentiality]

Authorized Third-Party Disclosures (e.g., specific sub-contractors, photographers, or analytics tools):

[permitted third parties]

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: ___________________

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Why You Need This Non-Disclosure Agreement

In the fast-paced world of social media management, you handle sensitive assets ranging from content calendars and login credentials to proprietary engagement analytics and influencer outreach lists. Without a robust Non-Disclosure Agreement, your brand is vulnerable to reputation damage, copyright infringement, and unauthorized data access. Our NDA template is specifically calibrated for the New York legal landscape, ensuring compliance with the NY SHIELD Act's data security mandates and N.Y. Gen. Oblig. Law § 5-701. By defining clear 'Obligations of the Receiving Party' and 'Permitted Disclosures', this document mitigates risks associated with data breaches and ensures your trade secrets remain protected under New York’s stringent commerce laws.

Confidentiality & Trade Secret Protections

What This NDA Protects

Beyond the standard non-disclosure agreement sections, this template adds fields specific to Social Media Manager:

+Specific Social Media Assets to Protect (e.g., Content Calendars, Influencer Lists, Ad Spend Analytics)

+Require recipient to maintain data security safeguards per the NY SHIELD Act?

+Duration of Obligation (e.g., 2 years after termination, or Perpetuity for Trade Secrets)

+Authorized Third-Party Disclosures (e.g., specific sub-contractors, photographers, or analytics tools)

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.

Disclosure Risks in Your Industry

Data Breach or Unauthorized Access

Contracts include confidentiality clauses, data protection agreements, and sometimes stipulations regarding the use of security protocols and encryption.

Trade Secret Law in New York

N.Y. Gen. Oblig. Law § 5-701 — This statute is New York's version of the Statute of Frauds, requiring certain contracts to be in writing to be enforceable, such as agreements not to be performed within one year, real estate transactions, and promises to pay the debt of another.

N.Y. U.C.C. § 2-201 — Similar to the UCC § 2-201, this provision requires a written contract for the sale of goods priced at $500 or more, with certain exceptions. Unique to New York, the interpretation of 'sufficient writing' and certain merchant-specific rules might slightly differ.

What Makes This NDA Enforceable

For this non-disclosure agreement to be legally valid:

+The document must be signed by both parties to manifest mutual consent.
+Clear identification of the parties involved must be present.
+Consideration must be present, which could be mutual disclosure or as part of another contract.
+The agreement should be in writing to satisfy SOF (Statute of Frauds) requirements in contexts involving trade secrets.
+In some states, NDAs involving employees may need to be signed with additional consideration if presented after the start of employment.

Common mistakes to avoid:

!Failing to clearly define what constitutes 'Confidential Information', leading to ambiguities.
!Not specifying the duration of the confidentiality obligation, which can result in indefinite or unenforceable terms.
!Excluding a clear description of what happens to confidential information after the termination of the agreement.
!Omitting jurisdiction and governing law which can lead to complexities in case of legal disputes.
!Neglecting to include remedies for breach which can limit legal recourse.

New York-Specific Provisions to Watch

+NY SHIELD Act, which mandates data security requirements for businesses and applies to personal information of New York residents.
+New York City Local Laws such as the Freelance Isn't Free Act, which protects freelancers from non-payment and retaliation.
+Unique lien laws including the New York Mechanic's Lien Law, which has specific procedural requirements to enforce a lien.
+New York's Privacy Laws include stringent rules on data breaches and consumer protection not found in all states.
+New York has specific rent regulations and tenant rights laws, especially within New York City, affecting lease agreements.

Regulations Social Media Manager Must Know

Digital Millennium Copyright Act (DMCA)

Governs copyright infringement issues that social media managers may encounter when using third-party content.

Enforced by U.S. Copyright Office

Federal Trade Commission (FTC) Endorsement Guides

Regulates how social media managers must disclose paid endorsements and affiliate relationships to ensure transparency for consumers.

Enforced by Federal Trade Commission (FTC)

General Data Protection Regulation (GDPR)

Although it is EU legislation, it affects social media managers who handle data from EU citizens, requiring consent for data processing and compliance with data privacy rights.

Enforced by European Union (enforced via cooperation with U.S. companies)

California Consumer Privacy Act (CCPA)

Governs how social media managers handle personal information of California residents, similar to GDPR requirements but specific to California.

Enforced by California Attorney General's Office

Licensing & Insurance for Social Media Manager

Recommended coverage: Professional Liability Insurance (E&O) · Cyber Liability Insurance · General Liability Insurance

Contract Pitfalls Specific to Social Media Manager

!Defining ownership of content and intellectual property, particularly around jointly created content or user-generated content leveraged by the brand.
!Dispute resolutions regarding performance metrics not achieved, often mitigated by clear KPI definitions and contingencies in contracts.
!Disagreements on scope of work, requiring detailed deliverables and responsibilities in the service agreement to prevent scope creep.
!Clarification of payment terms and conditions tied to analytics and engagement metrics, requiring transparent and objective measurement and billing criteria in contracts.

Frequently Asked Questions

How does the NY SHIELD Act affect my social media NDA?

The NY SHIELD Act mandates that any person or business owning or licensing the private information of New York residents must implement specific administrative, technical, and physical safeguards. Your NDA includes clauses that require the Social Media Manager to maintain these data security standards when accessing client accounts or sensitive consumer data, reducing your liability in the event of a breach.

Does this NDA comply with the NYC Freelance Isn't Free Act?

Yes. While an NDA focuses on confidentiality, New York City local laws require clear written contracts for freelance work. Our document ensures that the confidentiality obligations are part of a 'sufficient writing' under N.Y. Gen. Oblig. Law § 5-701, reinforcing the professional relationship and providing a framework that respects the payment and anti-retaliation protections afforded to NYC freelancers.

Why must I include a 'Return of Materials' clause for a social media manager?

Unlike traditional roles, social media managers often hold 'keys to the kingdom' via scheduling software and platform access. A 'Return of Materials' clause is a required provision in our New York NDA, legally forcing the manager to relinquish all login credentials, delete cached client data, and return proprietary content calendars immediately upon the agreement's termination to prevent unauthorized post-contract usage.

How are DMCA and FTC compliance handled in this confidentiality framework?

While the NDA protects your secrets, it works alongside federal regulations like the DMCA and FTC Endorsement Guides. The agreement includes 'Permitted Disclosures' that ensure the manager can still comply with mandatory FTC transparency requirements for sponsored content without breaching their overall confidentiality obligations to your brand strategy.

Non-Disclosure Agreement for Social Media Manager by state

State laws affect what must be in this document. Pick your jurisdiction.

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Why You Need This Non-Disclosure Agreement

Confidentiality & Trade Secret Protections

What This NDA Protects

Beyond the standard non-disclosure agreement sections, this template adds fields specific to Social Media Manager:

+Specific Social Media Assets to Protect (e.g., Content Calendars, Influencer Lists, Ad Spend Analytics)

+Require recipient to maintain data security safeguards per the NY SHIELD Act?

+Duration of Obligation (e.g., 2 years after termination, or Perpetuity for Trade Secrets)

+Authorized Third-Party Disclosures (e.g., specific sub-contractors, photographers, or analytics tools)

Disclosure Risks in Your Industry

Data Breach or Unauthorized Access

Contracts include confidentiality clauses, data protection agreements, and sometimes stipulations regarding the use of security protocols and encryption.

Trade Secret Law in New York

What Makes This NDA Enforceable

For this non-disclosure agreement to be legally valid:

+The document must be signed by both parties to manifest mutual consent.
+Clear identification of the parties involved must be present.
+Consideration must be present, which could be mutual disclosure or as part of another contract.
+The agreement should be in writing to satisfy SOF (Statute of Frauds) requirements in contexts involving trade secrets.
+In some states, NDAs involving employees may need to be signed with additional consideration if presented after the start of employment.

Common mistakes to avoid:

!Failing to clearly define what constitutes 'Confidential Information', leading to ambiguities.
!Not specifying the duration of the confidentiality obligation, which can result in indefinite or unenforceable terms.
!Excluding a clear description of what happens to confidential information after the termination of the agreement.
!Omitting jurisdiction and governing law which can lead to complexities in case of legal disputes.
!Neglecting to include remedies for breach which can limit legal recourse.

New York-Specific Provisions to Watch

+NY SHIELD Act, which mandates data security requirements for businesses and applies to personal information of New York residents.
+New York City Local Laws such as the Freelance Isn't Free Act, which protects freelancers from non-payment and retaliation.
+Unique lien laws including the New York Mechanic's Lien Law, which has specific procedural requirements to enforce a lien.
+New York's Privacy Laws include stringent rules on data breaches and consumer protection not found in all states.
+New York has specific rent regulations and tenant rights laws, especially within New York City, affecting lease agreements.

Regulations Social Media Manager Must Know

Digital Millennium Copyright Act (DMCA)

Governs copyright infringement issues that social media managers may encounter when using third-party content.

Enforced by U.S. Copyright Office

Federal Trade Commission (FTC) Endorsement Guides

Regulates how social media managers must disclose paid endorsements and affiliate relationships to ensure transparency for consumers.

Enforced by Federal Trade Commission (FTC)

General Data Protection Regulation (GDPR)

Although it is EU legislation, it affects social media managers who handle data from EU citizens, requiring consent for data processing and compliance with data privacy rights.

Enforced by European Union (enforced via cooperation with U.S. companies)

California Consumer Privacy Act (CCPA)

Governs how social media managers handle personal information of California residents, similar to GDPR requirements but specific to California.

Enforced by California Attorney General's Office

Licensing & Insurance for Social Media Manager

Recommended coverage: Professional Liability Insurance (E&O) · Cyber Liability Insurance · General Liability Insurance

Contract Pitfalls Specific to Social Media Manager

!Defining ownership of content and intellectual property, particularly around jointly created content or user-generated content leveraged by the brand.
!Dispute resolutions regarding performance metrics not achieved, often mitigated by clear KPI definitions and contingencies in contracts.
!Disagreements on scope of work, requiring detailed deliverables and responsibilities in the service agreement to prevent scope creep.
!Clarification of payment terms and conditions tied to analytics and engagement metrics, requiring transparent and objective measurement and billing criteria in contracts.