Tennessee employee nda template

Tennessee Employee Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is made and effective as of [Date],

BETWEEN:

[Employer Legal Name], a [State] [Entity Type] with its principal place of business at [Employer Address] ("Employer")

AND

[Employee Full Legal Name], residing at [Employee Address] ("Employee").

RECITALS

WHEREAS, Employer desires to protect its confidential information, including its trade secrets, as defined by the Tennessee Uniform Trade Secrets Act (TUTSA); and

WHEREAS, Employee’s employment with Employer will provide Employee with access to such confidential information;

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

Definition of Confidential Information

This Agreement covers all confidential and proprietary information of Employer ("Confidential Information"). Confidential Information includes, but is not limited to:

• Technical data, including designs, drawings, specifications, and software code.
• Trade secrets as defined under TUTSA, including formulas, processes, and know-how.
• Proprietary business information, including marketing plans, sales strategies, and customer data.
• Financial records, including profit margins, cost structures, and pricing strategies.
• Strategic plans, including future product development, expansion plans, and merger/acquisition strategies.
• Non-public operational procedures, including security protocols and internal policies.
• Client and vendor lists, including contact information and contractual terms.
• Pricing data, including discounts, rebates, and market analysis.
• Product development information, including research and development projects.
• Research materials, including experimental data and unpublished findings.
• Internal communications, including emails, memos, and meeting minutes.
• Meeting notes, including summaries of discussions and action items.
• Business models and forecasts.
• Any confidential information the Employee would be exposed to as a function of employment.
• Whether recorded in writing, digital files, oral communications, or other media.

Exclusions from Confidential Information

Confidential Information does NOT include information that:

• Is already in the public domain without breach of this Agreement.
• Was already rightfully in Employee’s possession prior to disclosure by Employer.
• Is rightfully received by Employee from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, subpoena, or court order.
• If Employee is required to disclose Confidential Information pursuant to legal process, Employee shall promptly notify Employer to allow Employer to seek a protective order or other appropriate remedy.

Permitted Use of Confidential Information

Employee may use the Confidential Information solely for the purpose of performing Employee's job functions for Employer.

• Option A: Employee shall not use the Confidential Information for any other purpose, including but not limited to personal gain or benefit, or for the benefit of any third party or future employer.
• Option B: Employee is restricted from using this information for personal benefit or for other entities for a duration of two years following employment.

Obligations of Employee

Employee agrees to protect the Confidential Information with the same degree of care that Employee uses to protect Employee's own confidential information, but in no event less than reasonable care.

• Securely store Confidential Information.
• Limit copying and distribution of Confidential Information.
• Protect digital access and transmission of Confidential Information.
• Use strong passwords and maintain password confidentiality.
• Adhere to Employer's information security policies.
• To the extent applicable under Tennessee practices and industry regulations (e.g., HIPAA for healthcare), Employee shall comply with all applicable security protocols.

Duration of Obligations

The obligations of confidentiality under this Agreement shall continue during Employee's employment with Employer and:

• Option A: For a period of [Number] years following termination of employment.
• Option B: As long as the information remains a trade secret under TUTSA.
• Option C: Indefinitely, for information that constitutes a trade secret.

Return of Confidential Information

Upon termination of employment or at any time upon Employer's request, Employee shall promptly return to Employer all Confidential Information in Employee's possession or control, including all copies, notes, and summaries thereof, whether in tangible or electronic form.

• Option A: Employee shall certify in writing that all Confidential Information has been returned or destroyed.
• Option B: Employee will delete any of the data that resides on their personal computer.

Reporting Unauthorized Use

Employee shall promptly report to Employer any actual or suspected unauthorized use, breach, or loss of Confidential Information.

• Employee shall cooperate fully in any investigation or remedial action taken by Employer.

Consequences of Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer.

• Employee shall be liable for actual and consequential damages resulting from any breach.
• Employer shall be entitled to seek temporary restraining orders or permanent injunctive relief without the necessity of posting a bond.
• Employer shall be entitled to recover reasonable attorney's fees incurred in enforcing this Agreement.

Non-Waiver; Severability

No waiver of any provision of this Agreement shall be effective unless in writing and signed by Employer.

If any provision of this Agreement is held to be invalid or unenforceable under Tennessee law, the remaining provisions shall remain in full force and effect.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

• Venue for any dispute arising out of or relating to this Agreement shall be in [County Name] County, Tennessee.
• Option A: Any dispute shall be resolved first through good faith negotiation, then mediation, before resorting to litigation.
• Option B: Any dispute arising under this agreement will be subject to arbitration.

Non-Competition/Non-Solicitation

This Agreement is not a non-compete agreement unless expressly stated.

• Option A: Non-Solicitation Clause (Include only if applicable): Employee agrees not to solicit Employer's clients, vendors, or employees for a period of [Number] years following termination of employment. This prohibition is limited to clients, vendors, or employees with whom Employee had direct contact during Employee's employment.
• Option B: No non-solicitation restrictions apply under this Agreement.

Entire Agreement

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.

No waiver or modification of this Agreement shall be effective unless in writing and signed by both parties.

Whistleblower Protections

Nothing in this Agreement shall be construed to prevent Employee from reporting suspected violations of law to any governmental agency or making other disclosures protected under whistleblower laws. This Agreement does not impact Employee’s right to discuss wages, hours, and working conditions as protected by applicable law.

Data Protection Compliance

Employee shall comply with all applicable Tennessee data protection statutes. (Include if applicable based on industry: e.g., healthcare, financial services.)

• Option A: Employee acknowledges the potential applicability of the Tennessee Identity Theft Deterrence Act.
• Option B: Employee is aware of data protection policies in [Industry Name].

Employee Acknowledgment (Optional)

Employee acknowledges that they have read and understand this Agreement and have had the opportunity to seek legal advice regarding its terms.

(Initial here)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Full Legal Name]

Signature: ____________________________