Tennessee nda template

Tennessee Non-Disclosure Agreement

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

[Disclosing Party Name], residing at [Disclosing Party Address], and having a principal place of business at [Disclosing Party Business Address] ("Disclosing Party"), and

[Receiving Party Name], residing at [Receiving Party Address], and having a principal place of business at [Receiving Party Business Address] ("Receiving Party").

• This is a:
  • Mutual Agreement
  • Unilateral Agreement (Disclosing Party discloses; Receiving Party receives)

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in written, electronic, or other form, including, but not limited to:

• Business plans
• Financial data
• Intellectual property
• Trade secrets
• Formulas
• Client lists
• Marketing strategies
• Technical data
• Other proprietary materials
• Specifically including the following information: [Specific Information to be included]

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. Purpose of Disclosure

The Receiving Party shall use the Confidential Information solely for the purpose of:

• [Purpose of Disclosure]

The Receiving Party shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

• The Receiving Party’s use of Confidential Information is:
  • Limited to evaluation purposes only
  • Permitted for development, production, and marketing, subject to further agreement.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know such information for the Purpose defined above and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Not copy, reproduce, or duplicate the Confidential Information without the prior written consent of the Disclosing Party, except as necessary for the Purpose.
• Immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

• Option A: Upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies thereof.
• Option B: Upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, either return or destroy all Confidential Information in its possession or control, including all copies thereof, and certify in writing to the Disclosing Party that it has done so.

4. Term

The obligations of confidentiality under this Agreement shall continue for a period of:

• [Number] years from the Effective Date.
• Permanently with respect to trade secrets as defined under Tennessee law.

5. Exceptions

The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party is legally compelled to disclose:

• By court order.
• By regulatory authority.
• As otherwise required by law.

provided that the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. Remedies

The Disclosing Party shall be entitled to:

• Injunctive relief to prevent any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• Monetary damages for any breach of this Agreement.

• Option A: The Receiving Party's liability under this agreement is capped at [Dollar Amount].
• Option B: The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

7. Governing Law and Venue

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. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Tennessee.

8. Scope and Limitations

Nothing in this Agreement shall be construed to:

• Limit employee rights or whistleblower protections as provided under applicable law, including the Defend Trade Secrets Act.

Compliance Statement: "Notice of Immunity Under the Defend Trade Secrets Act: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal."

9. Tennessee Specific Provisions

• Non-Compete/Non-Solicitation:
  • Option A: The parties agree that any non-compete or non-solicitation provisions related to the Confidential Information, if any, shall be reasonable in duration and geographic scope as required under Tennessee law.
  • Option B: The parties acknowledge that Tennessee law requires non-compete and non-solicitation provisions to be carefully tailored and enforceable only to the extent necessary to protect legitimate business interests.
• Reporting Unlawful Conduct:
  • This Agreement does not prohibit the Reporting Party from reporting unlawful workplace conduct or sexual harassment.

10. Miscellaneous

• Severability: 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.
• Amendments: This Agreement may be amended only by a written instrument signed by both parties.
• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.
• Representations: Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

11. Signatures

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

_______________________________

[Disclosing Party Name]

[Disclosing Party Title]

Date: _______________________

_______________________________

[Receiving Party Name]

[Receiving Party Title]

Date: _______________________

• Witness (Optional):
  • _______________________________
  Witness Name
  • Date: _______________________