Tennessee mutual nda template

Tennessee Mutual Non-Disclosure Agreement

This Tennessee Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date], by and between:

[Party A Full Legal Name], a [Party A Entity Type] with its principal place of business at [Party A Full Address], and email address [Party A Email Address] ("Party A"),

and

[Party B Full Legal Name], a [Party B Entity Type] with its principal place of business at [Party B Full Address], and email address [Party B Email Address] ("Party B").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, visually, electronically, in writing, or by any other means, before, on, or after the Effective Date of this Agreement, that relates to the Disclosing Party's past, present, or future business activities. This includes, but is not limited to:

• Technical data, including designs, drawings, specifications, source codes, and documentation
• Trade secrets, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes
• Customer and vendor lists and related information
• Business strategies, plans, and projections
• Pricing, financial data, and cost information
• Marketing plans and strategies
• Employee and contractor information, including compensation and performance data
• Proprietary processes or methods
• Intellectual property not yet publicly disclosed, including patent applications
• All forms of information disclosed whether written, oral, electronic, visual, or experiential

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.
• Is lawfully received from a third party without restriction on disclosure and without breach of this Agreement or any other confidentiality obligation.
• Is or becomes publicly available through no fault of the Receiving Party or breach of this Agreement.
• Is required to be disclosed by law, regulation, subpoena, or court order.
  • Option A: Receiving Party will provide Disclosing Party with prompt written notice of such requirement, if legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
  • Option B: Receiving Party will use commercially reasonable efforts to limit the scope of such disclosure and to maintain the confidentiality of the information disclosed to the extent possible.

3. Mutual Obligations

Both Parties acknowledge that they are disclosing Confidential Information to each other, and both Parties agree to the following reciprocal obligations:

• Each Party shall protect the other Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care.
• Each Party will use the other Party’s Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating a potential business transaction, collaborating on a joint project] and for no other purpose whatsoever.
• Each Party will restrict access to the other Party’s Confidential Information to its employees, agents, and contractors who have a need to know such information for the specified purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

4. Duty of Care

Each Party shall exercise reasonable care to protect the Confidential Information of the other Party.

• Option A: "Reasonable care" shall mean at least commercially reasonable measures to protect confidential information, including but not limited to secure storage (physical and electronic), limited access on a need-to-know basis, password protection, and encrypted communications if applicable.
• Option B: Each party will take all steps reasonably necessary, but no less than the steps it takes to protect its own confidential information, to prevent unauthorized disclosure of Confidential Information.

5. Notification of Breach

Each Party shall immediately notify the other Party in writing within [Number, e.g., 5, 7, 10] business days of becoming aware of any actual or suspected breach, unauthorized disclosure, or loss of the other Party's Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and mitigating any such breach.

6. Term

The confidentiality obligations under this Agreement shall remain in effect:

• Option A: For a period of [Number] years from the date of termination of this Agreement.
• Option B: With respect to trade secrets, for as long as such information qualifies as a trade secret under the Tennessee Uniform Trade Secrets Act (TUTSA).

7. Return of Materials

Upon termination of this Agreement or upon the other Party's written request, each Party shall promptly return to the other Party all documents and other tangible materials containing or representing the other Party's Confidential Information, together with all copies thereof, or, at the Disclosing Party's option, shall certify in writing the destruction of all such materials.

8. Remedies

Each Party acknowledges that unauthorized disclosure or use of the other Party's Confidential Information would cause irreparable harm for which monetary damages would be inadequate. Therefore, each Party agrees that the other Party shall be entitled to:

• Injunctive relief without the necessity of posting a bond to prevent any actual or threatened disclosure or use of Confidential Information in violation of this Agreement.
• Indemnification for any and all direct, indirect, and consequential damages, losses, and expenses (including reasonable attorneys' fees) incurred by the other Party as a result of any such unauthorized disclosure or use.
• Option A: Neither party shall be liable for punitive damages.
• Option B: Punitive damages are not excluded.

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• The Parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties will attempt mediation before resorting to arbitration or litigation.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles.
• Option A: The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County Name], Tennessee.
• Option B: Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be [City, Tennessee].

10. No License

Nothing in this Agreement shall be construed as granting either Party any license, assignment, or other right or interest in or to the other Party's Confidential Information or intellectual property, except as expressly provided herein.

11. Data Protection

In the event that Confidential Information includes personal, financial, or health information, each Party shall comply with all applicable Tennessee data protection laws, including but not limited to [List Applicable Laws, e.g., HIPAA, GLBA, Tennessee Identity Theft Enforcement Act].

• Option A: Each party will notify the other party in writing within [Number] days of becoming aware of any data breach.
• Option B: This agreement covers data breach notification as required by applicable Tennessee statutes.

12. Amendment

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

13. 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, between the Parties with respect to such subject matter. This agreement does not supersede any prior or subsequent confidentiality or non-competition obligations governed by Tennessee law between the parties.

14. Non-Waiver

No delay or omission by either Party to exercise any right or power under this Agreement shall operate as a waiver thereof.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. In such case, the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.

16. Restrictions on Employment and Solicitation

Nothing in this agreement shall be interpreted as a restriction or ban on any employment, non-solicitation, or contractor relationships to the extent that such provisions violate Tennessee’s public policy or statutory limitations on restrictive covenants.

17. Integration by Reference

Any appendices or schedules attached to this Agreement are incorporated herein by reference. [If no appendices or schedules, delete this clause]

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

[Party A Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Party B Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]