A Tennessee Non-Disclosure Agreement is a legal document that is essential for protecting confidential data, such as a company’s plans, operations, or trade secrets. It is a binding agreement often used at the beginning of client, partner, or employee relationships and can be either unilateral (one-way) or mutual (both parties bound). Tennessee has specific laws that govern non-disclosure agreements, and it is essential to ensure that your agreement complies with these laws.
The primary purpose of a Tennessee NDA is to ensure that confidential information remains private and is not disclosed to third parties. The agreement remains valid until the confidential data loses its status or the contract is terminated in writing.
Failure to comply with the terms of the agreement can result in legal action, so it is crucial to ensure that all parties understand and abide by it.
Trade Secret Laws
UTSA Version Adopted: 1985
Misappropriation (§ 47-25-1704 and § 47-25-1705): If an employee’s misappropriation of trade secrets causes their employer to lose revenue or unjustly enrich a competitor, the employer can seek damages. The court may also award attorney’s fees if certain conditions are met.
Statute of Limitation (§ 47-25-1707): Legal action against a violation of the agreement must be initiated within three years of the discovery of the breach.
Trade Secret Definition (§ 47-25-1702(4)):
“Trade secret” means information, without regard to form, including, but not limited to, technical, nontechnical or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that:
(A) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and
(B) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.