Tennessee consultant nda template

Tennessee Consultant Non-Disclosure Agreement

This Tennessee Consultant Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] (the "Effective Date") by and between:

• [Company Name], a [Company Type, e.g., Tennessee Corporation], with its principal place of business at [Company Address] ("Company"), and
• [Consultant Name], a [Consultant Type, e.g., Individual or LLC], with a principal place of business/residence at [Consultant Address] ("Consultant").

WHEREAS, Company possesses certain Confidential Information (as defined below) which it desires to protect from unauthorized disclosure; and

WHEREAS, Company desires to engage Consultant to provide certain consulting services; and

WHEREAS, Consultant is willing to receive Confidential Information in connection with the performance of such consulting services and to protect the confidentiality of such information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Consultant Relationship

• Option A: Consultant is being engaged by Company to provide the following services: [Description of Services].
• Option B: The scope of Consultant's engagement will be defined in a separate Statement of Work.
• Consultant acknowledges that they will have access to Confidential Information as part of this engagement.
• Consultant acknowledges that they are an independent contractor and not an employee of Company, unless otherwise specified in a separate agreement. Consultant is responsible for all applicable taxes and benefits related to their services.

2. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Company to Consultant, whether orally, visually, or in writing, electronic, or other form, including, but not limited to:
  • Client lists and data
  • Business plans
  • Product designs and specifications
  • Proprietary technology and software source code
  • Research and development information
  • Marketing strategies
  • Pricing models
  • Supplier information
  • Customer data
  • Internal financial statements
  • Manufacturing processes
  • Project documentation produced or accessed by the Consultant
  • Other sensitive or trade secret materials as defined under the Tennessee Uniform Trade Secrets Act (TUTSA).
• Option B: Confidential Information includes any information that Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential.

3. Exclusions from Confidential Information

• Information that is or becomes generally available to the public other than as a result of a disclosure by Consultant.
• Information that was rightfully in Consultant's possession prior to disclosure by Company.
• Information that is independently developed by Consultant without reference to Company's Confidential Information.
• Information that is lawfully received by Consultant from a third party who is not bound by any confidentiality obligation to Company.
• Information that is required to be disclosed by law, court order, or government regulation, provided that Consultant provides Company with prompt written notice prior to such disclosure to allow Company to seek a protective order or other appropriate remedy, unless such notice is prohibited by law.

4. Permitted Use

• Consultant shall use the Confidential Information solely for the purpose of performing the consulting services for Company as described in Section 1.
• Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, any competitive use, personal benefit, or for the benefit of any third party.

5. Protection of Confidential Information

• Consultant shall use at least reasonable and industry-appropriate security measures to protect the Confidential Information from unauthorized disclosure or use. These measures shall include, but not be limited to:
  • Secure storage
  • Secure transmission
  • Access controls
  • Appropriate digital safeguards compliant with Tennessee and relevant industry data protection standards.
  • A prohibition on unauthorized copying or reverse engineering.
  • Adherence to retention policies.

6. Confidentiality Period

• Option A: This Agreement shall remain in effect during the term of the consulting engagement and for a period of [Number] years following the termination of the engagement.
• Option B: With respect to information that constitutes a trade secret under Tennessee law, the obligations of confidentiality under this Agreement shall continue perpetually.

7. Notice of Unauthorized Disclosure

• Consultant shall immediately notify Company in writing upon becoming aware of any unauthorized access, breach, loss, or suspected misuse of the Confidential Information.
• Consultant shall fully cooperate with Company in the investigation, mitigation, and remediation of any such unauthorized access, breach, loss, or misuse, including fulfilling Tennessee state notification requirements if personal data is compromised.

8. Return of Confidential Information

• Upon termination of the consulting engagement or upon Company's request, Consultant shall promptly return to Company all tangible and intangible Confidential Information, including, but not limited to, electronic files, notes, models, reports, and derivative works.
• If requested by Company, Consultant shall provide a written certification that all Confidential Information has been returned or destroyed.

9. Third Party Disclosure

• Consultant shall not disclose the Confidential Information to any third party, affiliate, or subcontractor without the prior written consent of Company.
• Any permitted disclosure to a third party shall be subject to a written non-disclosure agreement with terms no less protective than those contained herein.

10. Remedies for Breach

• In the event of a breach of this Agreement by Consultant, Company shall be entitled to:
  • Injunctive relief
  • Actual and consequential damages
  • Recovery of reasonable attorney's fees and costs as allowed under Tennessee law.
  • Option A: Liquidated damages in the amount of [Dollar Amount].
  • Equitable relief to prevent further unauthorized disclosure.

11. Dispute Resolution

• The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• If negotiation fails, the parties agree to submit the dispute to mediation in [County Name] County, Tennessee.
• If mediation fails, the parties may submit the dispute to binding arbitration in [County Name] County, Tennessee.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Tennessee.

12. Compliance with Tennessee Law

This Agreement is intended to comply with the Tennessee Uniform Trade Secrets Act (TUTSA) and all other applicable Tennessee statutes regarding the protection of trade secrets, intellectual property, and data privacy. Consultant acknowledges their obligations under TUTSA.

13. Ownership of Work Product

• Option A: All work product, inventions, and other intellectual property developed by Consultant in connection with the consulting services shall be owned by Company. Consultant hereby assigns all right, title, and interest in such work product to Company.
• Option B: Ownership of work product will be defined in a separate Statement of Work.

14. Miscellaneous

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• This Agreement may be amended only by a written instrument signed by both parties.
• If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.
• Consultant acknowledges that they are not an employee of Company, unless otherwise explicitly stated in a separate written agreement, and is not entitled to any benefits, taxes, or employment protections under Tennessee law.

15. Acknowledgment

Each party acknowledges that it has read, understands, and voluntarily enters into this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

Date: [Date]

[Consultant Name]

By: [Signature of Consultant]

Title: [Title, if applicable]

Date: [Date]