New York Intellectual Property License Agreement

NEW YORK INTELLECTUAL PROPERTY LICENSE AGREEMENT

Governed by the Laws of the State of New York
Covering Patents, Copyrights, Trademarks, Trade Secrets, and Know-How

TABLE OF CONTENTS

1. Parties and Effective Date
2. Recitals
3. Definitions (New York-Specific)
4. Grant of License
5. Consideration, Royalties, and NY Tax Obligations
6. Delivery, Support, and Maintenance
7. Records and Audit Rights
8. Intellectual Property Protection and Enforcement
9. Trademark-Specific Provisions (GBL Art. 24)
10. Confidentiality and SHIELD Act Compliance
11. Representations and Warranties
12. Covenants and Restrictions
13. Improvements and Derivative Works
14. Indemnification
15. Limitation of Liability
16. Insurance
17. Term and Termination
18. Default and Remedies — NY Prejudgment Interest
19. Dispute Resolution — NY Forum and Governing Law
20. Force Majeure
21. General Provisions (NY-Specific)
22. Execution Block
23. Exhibit A — Description of Licensed IP
24. Exhibit B — Milestone Events and Payments
25. Exhibit C — Improvements Ownership

1. PARTIES AND EFFECTIVE DATE

This New York Intellectual Property License Agreement (this "Agreement") is made effective as of [__/__/____] (the "Effective Date") by and between:

LICENSOR:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Office: [________________________________]

LICENSEE:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Office: [________________________________]

Each a "Party" and collectively the "Parties."

2. RECITALS

WHEREAS, Licensor owns or controls certain intellectual property including patents, copyrights, trademarks, trade secrets, and know-how, as more fully described in Exhibit A;

WHEREAS, certain Licensed IP may include trademarks registered with the New York Department of State under N.Y. Gen. Bus. Law Art. 24 and/or federally registered under the Lanham Act;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Licensed IP under the terms herein;

WHEREAS, the Parties acknowledge that IP licensing transactions in New York may be subject to sales and use taxes under N.Y. Tax Law Art. 28, depending on the nature of the IP and the form of delivery;

WHEREAS, the Parties intend that this Agreement be enforceable under New York law, including the unique provisions of N.Y. Gen. Oblig. Law §§ 5-1401 and 5-1402 regarding choice of law and forum;

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

3. DEFINITIONS (NEW YORK-SPECIFIC)

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Arbitration Rules" means the rules of [________________________________] in effect on the date of demand.

"Confidential Information" has the meaning in Section 10.1.

"Documentation" means all user instructions, manuals, technical materials, and other documents describing the Licensed IP.

"ESRA" means the New York Electronic Signatures and Records Act, N.Y. State Tech. Law Art. 3.

"Field" means [________________________________].

"Fine Art IP" means any Licensed IP constituting works of fine art as defined in N.Y. Arts & Cultural Affairs Law § 11.01. Special provisions for Fine Art IP are in Section 9.6.

"GOL" means the New York General Obligations Law.

"Improvement" means any modification, enhancement, derivative work, update, or adaptation of the Licensed IP created by or for Licensee during the Term.

"Licensed IP" means the intellectual property described in Exhibit A, including all related patents, copyrights, trademarks (including NY State Registrations), trade secrets, know-how, Documentation, and proprietary information.

"Net Sales" means gross revenues received by Licensee from exploitation of the Licensed IP, less: (a) returns and allowances; (b) trade discounts; (c) N.Y. Tax Law Art. 28 sales and use taxes; and (d) freight charges.

"NY State Registration" means a trademark registered under GBL § 360-a.

"Private Information" has the meaning in N.Y. Gen. Bus. Law § 899-aa(1).

"Products" means the products or services incorporating or derived from the Licensed IP.

"Royalties" has the meaning in Section 5.2.

"Territory" means [________________________________].

"Term" has the meaning in Section 17.1.

4. GRANT OF LICENSE

4.1 License Grant. Subject to the terms of this Agreement, Licensor grants to Licensee a:

☐ Exclusive / ☐ Non-Exclusive / ☐ Sole

royalty-bearing license to use, reproduce, display, perform, distribute, make, have made, sell, offer for sale, and import under the Licensed IP within the Field and Territory during the Term (the "License").

4.2 Sublicensing.

☐ Licensee may not sublicense.
☐ Licensee may sublicense only with Licensor's prior written consent.
☐ Licensee may freely sublicense.

Each sublicensee must agree in writing to terms no less protective of Licensor than this Agreement. Licensee remains fully responsible for sublicensee acts and omissions.

4.3 Reservation of Rights. Licensor retains all rights not expressly granted, including the right to exploit the Licensed IP outside the Field and/or Territory.

4.4 Governmental Rights. Nothing herein limits any rights of the United States Government or the State of New York arising by operation of law or from governmental funding.

5. CONSIDERATION, ROYALTIES, AND NY TAX OBLIGATIONS

5.1 Up-Front Fee. Licensee shall pay a non-refundable license fee of $[________________________________] within [____] days of the Effective Date.

5.2 Royalties. Licensee shall pay Royalties of [____]% of Net Sales, accruing upon sale or invoicing (whichever first), payable quarterly within [____] days after each calendar quarter end, accompanied by a certified statement.

5.3 Milestone Payments. Licensee shall pay Licensor the milestone amounts in Exhibit B upon achievement of each milestone.

5.4 Late Payments — NY Usury Compliance.

(a) Overdue amounts accrue interest at the lesser of [____]% per month or the maximum permitted by New York law.

(b) NY Usury Cap. Under GOL § 5-501, the civil usury rate is 16% per annum. Under N.Y. Penal Law § 190.40, rates exceeding 25% per annum constitute criminal usury. Any excess interest is automatically reduced to the lawful maximum.

5.5 New York Sales and Use Tax.

(a) Certain IP transfers may be subject to New York sales and use tax under N.Y. Tax Law Art. 28. The taxability depends on the nature of the IP and the transaction structure.

(b) Software IP. Licenses of prewritten software are generally taxable under Tax Law § 1105(a).

(c) Trademark Licenses. Trademark royalties are generally not subject to NY sales tax, but bundled transactions involving tangible property may be taxable.

(d) Patent Licenses. Licenses of patent rights alone are generally not subject to NY sales tax.

(e) Licensee is responsible for all applicable taxes except those based on Licensor's net income. If claiming exemption, Licensee shall provide NY Form ST-120 or ST-121.

5.6 Reports and Audit. Concurrent with each Royalty payment, Licensee shall deliver a written report. Licensor may audit Licensee's relevant records no more than [____] times per calendar year upon [____] days' notice. If an audit reveals underpayment exceeding [____]%, Licensee bears audit costs and pays underpaid amounts plus interest within [____] days.

6. DELIVERY, SUPPORT, AND MAINTENANCE

6.1 Delivery. Licensor shall deliver the Licensed IP and Documentation in electronic form within [____] days of the Effective Date.

6.2 Support. Licensor shall provide: [________________________________] (describe support levels or state "no support obligations").

6.3 Updates. ☐ Updates included in License Fee / ☐ Updates subject to additional fees.

7. RECORDS AND AUDIT RIGHTS

7.1 Records Retention. Licensee shall maintain complete and accurate records sufficient to verify all amounts payable for at least six (6) years following the period to which such records relate, consistent with the statute of limitations under CPLR § 213.

7.2 Audit. Licensor may audit upon [____] days' notice, no more than [____] times per year. If underpayment exceeds [____]%, Licensee bears audit costs.

8. INTELLECTUAL PROPERTY PROTECTION AND ENFORCEMENT

8.1 Prosecution and Maintenance. Licensor shall control the preparation, filing, prosecution, and maintenance of all patents and trademark registrations (including NY State Registrations under GBL Art. 24) at Licensor's expense. Licensee shall cooperate as reasonably requested.

8.2 Enforcement.

(a) Notice. Each Party shall promptly notify the other of known or suspected infringement.

(b) First Right.

☐ Licensor / ☐ Licensee

shall have the first right (but not obligation) to initiate and control enforcement.

(c) Cooperation. The non-controlling Party shall cooperate and join if required for standing, at the controlling Party's expense.

(d) Recoveries. Monetary recoveries shall first reimburse litigation costs, then be divided: [________________________________].

8.3 Marking. Licensee shall mark all Products with appropriate IP notices required by applicable law, including 35 U.S.C. § 287 (patent marking) and applicable trademark symbols.

9. TRADEMARK-SPECIFIC PROVISIONS (GBL ART. 24)

This Section 9 applies only if the Licensed IP includes trademarks.

9.1 Quality Control. Licensee shall use any Licensed IP trademarks only in accordance with quality standards established by Licensor and documented in writing. Licensor may inspect Products on reasonable notice to verify compliance.

NY Practice Note: Failure to exercise quality control in a trademark license may constitute a "naked license," rendering the mark subject to abandonment under both NY and federal law. See Dawn Donut Co. v. Hart's Food Stores, Inc., 267 F.2d 358 (2d Cir. 1959).

9.2 NY State Registration Compliance. For marks holding NY State Registrations under GBL § 360-a, Licensee shall comply with all renewal requirements and use the marks in a manner consistent with their registered descriptions.

9.3 Dilution Protection. Licensee shall not use any Licensed IP trademark in a manner that would constitute dilution under GBL § 360-l. New York's anti-dilution statute does not require proof of competition or actual confusion — a likelihood of dilution of a distinctive mark is sufficient.

9.4 Consumer Protection. All goods and services offered under Licensed IP trademarks must comply with GBL §§ 349 (deceptive practices) and 350 (false advertising).

9.5 Goodwill. All goodwill generated through Licensee's use of Licensed IP trademarks inures exclusively to Licensor, consistent with GBL § 360-n and 15 U.S.C. § 1055.

9.6 Fine Art IP. If any Licensed IP involves works of fine art, the Parties acknowledge the protections afforded artists under N.Y. Arts & Cultural Affairs Law §§ 11.01 and 12.01, including moral rights provisions and warranty of authenticity requirements. Any reproduction of fine art under this License must comply with those provisions.

10. CONFIDENTIALITY AND SHIELD ACT COMPLIANCE

10.1 Definition. "Confidential Information" means any non-public information disclosed by a Party that is designated as confidential or that a reasonable person would understand to be confidential, including trade secrets, business plans, financial data, and the terms of this Agreement.

10.2 Obligations. The receiving Party shall: (a) protect Confidential Information with at least reasonable care; (b) restrict disclosure to personnel with a need to know bound by confidentiality obligations; and (c) use Confidential Information solely for this Agreement.

10.3 Exclusions. Confidential Information does not include information that: (a) is publicly available without breach; (b) was known before disclosure; (c) is independently developed; or (d) is lawfully received from a third party.

10.4 Compelled Disclosure. A Party may disclose if required by law, provided it gives prompt notice and cooperates to seek protective treatment.

10.5 SHIELD Act Compliance. If either Party processes Private Information in connection with the Licensed IP, each Party shall comply with the requirements of the SHIELD Act (GBL §§ 899-aa and 899-bb), including:

(a) Implementing reasonable data security safeguards under GBL § 899-bb;
(b) Providing breach notification within 30 days to affected NY residents (per the 2024 amendment); and
(c) Notifying the NY Attorney General, Division of Consumer Protection, and State Police.

10.6 Injunctive Relief. Breach of this Section 10 may cause irreparable harm for which monetary damages are inadequate. The non-breaching Party may seek injunctive relief without posting bond, to the extent permitted by law.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual. Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing;
(b) If a foreign entity doing business in New York, it is authorized under N.Y. Bus. Corp. Law § 1301 or applicable formation statute;
(c) It has full power and authority to enter into and perform this Agreement; and
(d) This Agreement is a valid and binding obligation.

11.2 Licensor. Licensor represents and warrants that:

(a) It is the sole and exclusive owner, or has sufficient rights, to grant the License;
(b) To Licensor's knowledge, the Licensed IP does not infringe third-party IP rights;
(c) Any NY State Registrations in Exhibit A are current and have not been cancelled under GBL § 360-e;
(d) Licensor has not granted any license inconsistent with this Agreement; and
(e) To Licensor's knowledge, there is no pending or threatened challenge to the validity of the Licensed IP.

11.3 Licensee. Licensee represents and warrants that:

(a) It has the expertise and resources to exercise the License in compliance with applicable laws;
(b) It will not knowingly use the Licensed IP in a manner that infringes third-party rights; and
(c) All advertising and marketing of Products will comply with GBL §§ 349 and 350.

11.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

11.5 Survival. Representations and warranties survive for the applicable statute of limitations period (six years under CPLR § 213(2) for contract claims).

12. COVENANTS AND RESTRICTIONS

12.1 Compliance with Laws. Licensee shall comply with all applicable laws, including export control laws, N.Y. Gen. Bus. Law §§ 349/350, and anti-corruption laws.

12.2 Use Restrictions. Licensee shall not: (a) use the Licensed IP outside the Field or Territory; (b) remove proprietary notices; (c) challenge Licensor's ownership; or (d) reverse engineer any portion of the Licensed IP except as permitted by applicable law.

12.3 Non-Compete (If Applicable).

☐ Not applicable.
☐ Licensee shall not, during the Term and for [____] months thereafter, directly compete with Licensor in [________________________________].

NY Practice Note: Under New York law, restrictive covenants are enforceable only if they satisfy the three-prong BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999) test: (1) no greater than required to protect the employer's legitimate interest; (2) do not impose undue hardship; and (3) are not injurious to the public. Pending legislation (S.4641-A, 2025 Session) may impose additional restrictions on non-competes, including a $500,000 compensation threshold for exemption and a one-year maximum duration. Counsel should verify the current status of this legislation.

12.4 Notice and Cure. Licensee shall notify Licensor within [____] days of becoming aware of any breach and cure within [____] days.

13. IMPROVEMENTS AND DERIVATIVE WORKS

13.1 Ownership of Improvements.

☐ All Improvements vest in Licensor. Licensee hereby assigns all right, title, and interest.
☐ All Improvements vest in Licensee.
☐ Improvements are subject to the split arrangement in Exhibit C.

13.2 License-Back. If Improvements vest in Licensee, Licensee grants Licensor a non-exclusive, perpetual, royalty-free license to use such Improvements.

13.3 Cooperation. Each Party shall execute documents reasonably necessary to effectuate the ownership and licensing arrangements in this Section 13.

14. INDEMNIFICATION

14.1 Licensor IP Indemnity. Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, and agents from any third-party claim that the Licensed IP infringes or misappropriates any IP right, except to the extent arising from: (a) modifications by Licensee without consent; (b) combination with products not provided by Licensor; or (c) use outside the scope of this Agreement.

14.2 Licensee Indemnity. Licensee shall indemnify Licensor from claims arising from: (a) Licensee's breach; (b) defective Products; (c) violations of GBL §§ 349/350; or (d) gross negligence or willful misconduct.

14.3 Procedure. The indemnified Party shall: (a) provide prompt notice; (b) permit the indemnifying Party to control defense and settlement; and (c) cooperate at the indemnifying Party's expense. Failure to give prompt notice does not relieve the indemnifying Party except to the extent prejudiced.

14.4 Infringement Mitigation. If the Licensed IP is or likely becomes subject to an infringement claim, Licensor may: (a) procure for Licensee the right to continue; (b) modify to be non-infringing; or (c) terminate the affected license and refund prepaid fees for the unused Term.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. EXCEPT FOR (i) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (ii) BREACH OF CONFIDENTIALITY OR USE RESTRICTIONS, OR (iii) INDEMNIFICATION OBLIGATIONS (SECTION 14), NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

15.2 No Cap for IP Breach. No monetary cap applies to claims arising from Licensor's breach of IP warranties or Licensee's breach of use restrictions.

15.3 General Cap. For all other claims, each Party's total liability shall not exceed the amounts paid or payable by Licensee in the twelve (12) months preceding the claim.

16. INSURANCE

During the Term and for [____] years thereafter, each Party shall maintain insurance with carriers rated A- or better by AM Best:

(a) Commercial General Liability: $[________________________________] per occurrence;
(b) Errors & Omissions / Professional Liability: $[________________________________] per claim;
(c) Cyber Liability (if processing Private Information): $[________________________________] per claim.

Each Party shall furnish certificates of insurance upon request.

17. TERM AND TERMINATION

17.1 Term. This Agreement commences on the Effective Date and continues for:

☐ [____] years.
☐ Until expiration of the last-to-expire patent in the Licensed IP.
☐ Perpetually, subject to termination for cause.

17.2 Termination for Cause. Either Party may terminate upon written notice if the other materially breaches and fails to cure within [____] days of notice.

17.3 Termination for Insolvency. Either Party may terminate immediately if the other: (a) becomes insolvent; (b) files or has filed against it a bankruptcy petition; or (c) makes an assignment for the benefit of creditors.

17.4 Effect of Termination. Upon termination: (a) all license rights immediately terminate; (b) Licensee shall cease use of the Licensed IP and, at Licensor's option, return or destroy all embodiments; (c) a final Royalty report and payment are due within [____] days; and (d) surviving sections include 3, 5.4, 7, 10, 11.4, 14, 15, 18, 19, and 21.

18. DEFAULT AND REMEDIES — NY PREJUDGMENT INTEREST

18.1 Events of Default. (a) Failure to pay undisputed amounts when due; (b) breach of confidentiality or IP provisions; (c) material breach of any covenant, representation, or warranty; (d) insolvency event under Section 17.3.

18.2 Notice and Cure. The non-defaulting Party shall provide written notice. Cure periods: [____] days for monetary defaults; [____] days for non-monetary defaults.

18.3 Graduated Remedies. If uncured: (a) suspend performance; (b) accelerate amounts due; (c) seek specific performance or injunctive relief in NY Supreme Court, Commercial Division; and (d) terminate under Section 17.2.

18.4 Prejudgment Interest. Under CPLR §§ 5001 and 5004, any monetary judgment includes prejudgment interest at 9% per annum from the earliest ascertainable date the cause of action existed.

18.5 Attorneys' Fees. The prevailing Party in any enforcement action shall recover reasonable attorneys' fees and costs.

19. DISPUTE RESOLUTION — NY FORUM AND GOVERNING LAW

19.1 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

NY Practice Note — GOL § 5-1401: If aggregate consideration exceeds $250,000, this provision is enforceable even absent a connection to New York.

19.2 Exclusive Jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of:

(a) The New York Supreme Court, Commercial Division (22 N.Y.C.R.R. § 202.70), in the County of [________________________________]; or
(b) The United States District Court for the [________________________________] District of New York.

NY Practice Note — GOL § 5-1402: If aggregate consideration exceeds $1,000,000, this forum-selection clause is enforceable and bars forum non conveniens dismissal.

19.3 Arbitration (Optional).

☐ No Arbitration — All disputes resolved in the courts specified in Section 19.2.
☐ Arbitration — Disputes shall be finally resolved by binding arbitration in [________________________________], New York, under the rules of [________________________________], by [____] arbitrator(s). Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

19.5 Injunctive Relief. Either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect IP rights or Confidential Information.

19.6 Statute of Limitations. Contract claims: six years (CPLR § 213(2)). Property damage/personal injury: three years (CPLR § 214(2)). Patent infringement: six years (35 U.S.C. § 286). Copyright infringement: three years (17 U.S.C. § 507(b)).

20. FORCE MAJEURE

Neither Party is liable for failure or delay in performance (except payment obligations) due to causes beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labor disputes, or infrastructure failures. The affected Party shall give prompt notice and use commercially reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either Party may terminate without liability other than accrued payments.

21. GENERAL PROVISIONS (NY-SPECIFIC)

21.1 No Oral Modification — GOL § 15-301. This Agreement may not be changed orally. Pursuant to GOL § 15-301, no amendment, modification, or waiver is effective unless in writing signed by the Party against whom enforcement is sought.

21.2 Assignment. Neither Party may assign without the other's prior written consent, except: (a) to an Affiliate; or (b) in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to assume all obligations. Attempted assignment in breach is void.

21.3 Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

21.4 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and the invalid provision is modified to the minimum extent necessary.

21.5 Notices. All notices shall be in writing, delivered by: (a) personal delivery; (b) nationally recognized overnight courier; or (c) certified mail, return receipt requested. Notice is effective upon receipt.

21.6 Electronic Signatures — ESRA. This Agreement may be executed by electronic signature under ESRA (N.Y. State Tech. Law Art. 3, §§ 301–309). Electronic signatures have the same force and effect as ink signatures.

NY Practice Note: New York did NOT adopt UETA. ESRA is New York's unique e-signature framework. Ensure compliance with 9 N.Y.C.R.R. Part 540.

21.7 Entire Agreement. This Agreement, including Exhibits A–C, constitutes the entire agreement and supersedes all prior agreements.

21.8 Counterparts. This Agreement may be executed in counterparts, each deemed an original.

21.9 Construction. Headings are for convenience. "Including" means "including without limitation." No presumption against the drafter.

21.10 Foreign Entity Authorization. Any foreign entity doing business in New York represents that it is authorized to transact business in New York pursuant to N.Y. Bus. Corp. Law § 1304 or applicable formation statute.

22. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this New York Intellectual Property License Agreement as of the Effective Date.

LICENSOR:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

LICENSEE:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A — DESCRIPTION OF LICENSED IP

EXHIBIT B — MILESTONE EVENTS AND PAYMENTS

EXHIBIT C — IMPROVEMENTS OWNERSHIP AND LICENSE

Ownership Structure: [________________________________]

Assignment Language: [________________________________]

Royalty Adjustments for Improvements: [________________________________]

Cross-Licensing Provisions: [________________________________]

SOURCES AND REFERENCES

• N.Y. Gen. Oblig. Law § 5-1401 — Choice of Law ($250K+)
• N.Y. Gen. Oblig. Law § 5-1402 — Choice of Forum ($1M+)
• N.Y. Gen. Oblig. Law § 5-501 — Usury / Interest Rate Cap
• N.Y. Gen. Oblig. Law § 15-301 — No Oral Modification
• N.Y. Gen. Bus. Law Art. 24 — NY State Trademark Act
• N.Y. Gen. Bus. Law § 360-l — Dilution / Business Reputation
• N.Y. Gen. Bus. Law §§ 349–350 — Consumer Protection
• N.Y. Gen. Bus. Law §§ 899-aa, 899-bb — SHIELD Act
• N.Y. Arts & Cultural Affairs Law — Fine Art Provisions
• N.Y. C.P.L.R. § 213 — Six-Year SOL
• N.Y. C.P.L.R. §§ 5001, 5004 — Prejudgment Interest (9%)
• N.Y. State Tech. Law Art. 3 — ESRA
• N.Y. Tax Law Art. 28 — Sales Tax
• 22 N.Y.C.R.R. § 202.70 — Commercial Division Rules
• BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999) — Non-Compete Reasonableness Test

END OF DOCUMENT