Tennessee Non-Disclosure Agreement Template


The Tennessee Non-Disclosure Agreement (NDA) provides business owners and other professionals with a means of protecting their sensitive trade secrets and confidential information from both the public and competitors. The document is commonly used for onboarding new employees (that will have access to secretive info), discussing the possibility of a merger with another company, and pitching an un-patented product to a group of investors, to name a few of its use cases. In the event information is leaked, the party disclosing the information can take the other party to court to claim damages for the wrongdoing.

Trade Secret Law

To aid both parties in completing and executing a valid NDA, a brief breakdown of all nine (9) sections of Tennessee’s Uniform Trade Secrets Act (Title 47 Chapter 25) has been outlined below. The act sets out how stolen trade secrets are handled in the state via the court system, as well as other information pertinent to the protection of confidential information in the state.

  • § 47-25-1701 “Short title”: Gives the title of the chapter, which is the “Uniform Trade Secrets Act”.
  • § 47-25-1702 “Part definitions”: To prevent any possible confusion, this section gives the definitions of “Improper Means,” “Misappropriation,” “Person,” and “Trade secret”.
  • § 47-25-1703 “Injunctive relief”: Goes over injunctive relief and when the court will issue and terminate an injunction.
  • § 47-25-1704 “Damages”: Describes the situations in which damages will be awarded to the victim of misappropriation.
  • § 47-25-1705 “Attorney’s fees”: What constitutes having the losing party pay for the other party’s attorney’s fees.
  • § 47-25-1706 “Preservation of secrecy”: What steps the court will take to protect trade secrets during litigation.
  • § 47-25-1707 Statute of Limitations: The timeframe in which a case of misappropriation can be brought up, which is three (3) years.
  • § 47-25-1708 “Effect on other law”: Covers what laws the act both affects and does not affect.
  • § 47-25-1709 “Uniformity of application and construction”: A blanket statement referring to the fact that Tennessee has adopted the UTSA and intend to make their laws consistent among the other states that adopted it.