NY LLC Operating Agreements: Confidentiality Obligations of Members

Several recent court cases remind us to include confidentiality obligations into each LLC Operating Agreement (see legalese commentary here and here).  

You see, under New York law, executive LLC members, i.e. managers, have a duty to keep the Company's valuable secrets secret.  Other members, however, are not necessarily bound to keep their mouth shut.  So you are well advised to provide in the operating agreement that all members shall not disclose or use confidential information of the Company while they are members of the LLC and after they leave the Company.

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