Tennessee Non-Disclosure Agreement (NDA)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

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Tennessee rules that this document follows

Trade secret statuteTennessee Uniform Trade Secrets ActSource: Tenn. Code §§ 47-25-1701 to 47-25-1709
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); sexual harassment NDAs required as a condition of employment (Tenn. Code § 50-1-108)Source: Tenn. Code § 50-1-108 (2018); 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statuslimited — Void for employees earning < $70,000/yr; ≤ 2 years presumed reasonable (3 years franchise/distribution); healthcare provider limits (§ 63-1-148); eff. July 1, 2026Source: Tenn. Code §§ 50-1-210, 50-1-211 (HB 1034, 2026); § 63-1-148
Non-solicitationCustomer and employee non-solicits expressly excluded from HB 1034; enforceable under common lawSource: Tenn. Code § 50-1-211
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in Tennessee

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.

Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in Tennessee and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in Tennessee?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Tennessee enforces trade-secret protection under Tennessee Uniform Trade Secrets Act (Tenn. Code §§ 47-25-1701 to 47-25-1709).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); sexual harassment NDAs required as a condition of employment (Tenn. Code § 50-1-108). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.