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Tennessee Employee and Severance NDA

Draft a Tennessee employee or severance NDA that follows Section 50-1-108, which bars requiring an onboarding NDA over workplace sexual harassment.

Introduction

A Tennessee employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release of claims, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In Tennessee, Tennessee Code Annotated Section 50-1-108 provides that an employer shall not require an employee or prospective employee to execute or renew a nondisclosure agreement about workplace sexual harassment as a condition of employment. It is aimed at the onboarding NDA and covers sexual harassment specifically, narrower than states that also reach discrimination and retaliation. DocDraft drafts a Tennessee employee or severance NDA from your facts, with that protected-disclosure carve-out built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Section 50-1-108 targets the onboarding NDA. An employer cannot require an employee or prospective employee to sign or renew a nondisclosure agreement about workplace sexual harassment as a condition of employment.

  2. 2

    The scope is sexual harassment. Tennessee's restriction is limited to workplace sexual harassment, narrower than states that also cover discrimination and retaliation.

  3. 3

    It does not reach severance settlements. Because the statute speaks to a condition of employment, a post-employment severance or settlement release may still include agreed confidentiality about a resolved dispute.

  4. 4

    No specific carve-out wording is mandated. Section 50-1-108 bars the required onboarding NDA rather than dictating an exact sentence, but a clear carve-out keeps the agreement clean.

  5. 5

    The prohibition is on requiring it. The law targets making such an NDA a condition of employment, so the fix is to leave workplace sexual harassment out of any mandatory onboarding confidentiality term.

  6. 6

    Trade secrets stay protectable. The law limits forced silence on sexual harassment, not the protection of legitimate trade secrets and confidential business information.

  7. 7

    The federal floor still applies. The Speak Out Act, the Defend Trade Secrets Act immunity notice, and non-waivable EEOC, NLRB, and SEC reporting rights all apply on top of Tennessee law.

Key decisions before you file

Before you file a Employee and Severance NDA in Tennessee, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

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TENNESSEE EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by Tennessee law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information disclosed to or learned by Employee. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (TENNESSEE, TENN. CODE ANN. SECTION 50-1-108) Consistent with Tennessee Code Annotated Section 50-1-108, this Agreement is not required as a condition of employment and does not require Employee to keep confidential, or refrain from disclosing or discussing, sexual harassment in the workplace. Nothing in this Agreement limits or prevents Employee from reporting to, filing a charge with, or cooperating with any government agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, or from exercising any right that cannot lawfully be waived. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment.

  5. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  6. NO OTHER RESTRICTIONS ON RIGHTS This Agreement does not waive Employee's right to file a charge, testify, or participate in an investigation, and does not require Employee to notify the Company before doing so.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  8. GENERAL This Agreement is governed by Tennessee law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

Tennessee Requirements for Employee and Severance NDA

Tennessee Code Annotated Section 50-1-108

Draft a Tennessee employee or severance NDA that follows Section 50-1-108, which bars requiring an onboarding NDA over workplace sexual harassment.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, usually signed at hire. A severance NDA is signed at separation, generally inside a release of claims, in exchange for severance pay. In Tennessee the onboarding version is limited by Section 50-1-108, which bars requiring a worker to sign an NDA covering workplace sexual harassment as a condition of employment, while a severance release is not directly restricted by that statute.

It provides that an employer shall not require an employee or a prospective employee to execute or renew a nondisclosure agreement with respect to sexual harassment in the workplace as a condition of employment. In plain terms, a company cannot make signing away the right to speak about workplace sexual harassment a price of getting or keeping the job.

Not as a condition of employment. Section 50-1-108 bars an employer from requiring an employee or prospective employee to sign or renew an NDA about workplace sexual harassment in order to be hired or stay employed. A Tennessee onboarding NDA can still protect trade secrets and confidential business information, but it has to leave workplace sexual harassment out of any mandatory confidentiality term.

No. Section 50-1-108 is written specifically around workplace sexual harassment. It does not, by its terms, extend to the broader categories of discrimination or retaliation that some other states reach. That makes Tennessee's onboarding restriction narrower, though federal law still bars silencing a worker from reporting other unlawful conduct to a government agency.

Not directly. Section 50-1-108 addresses an NDA required as a condition of employment, so it targets the onboarding stage rather than a post-employment exit. A severance or settlement release that resolves a dispute may still include agreed confidentiality, subject to the federal floor. A departing worker still cannot be barred from reporting sexual assault or sexual harassment under the federal Speak Out Act.

No. Tennessee does not mandate an exact sentence. Section 50-1-108 simply prohibits requiring an onboarding NDA that covers workplace sexual harassment. Even without required wording, a well-drafted Tennessee agreement states that it does not force silence on workplace sexual harassment, so the confidentiality it does impose stays within the law.

Yes. Section 50-1-108 limits forcing a worker to stay silent about workplace sexual harassment, not the protection of legitimate confidential information. A Tennessee employee or severance NDA can still protect trade secrets, client and pricing data, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

Severance is usually offered in exchange for signing a separation and release agreement, so declining can mean forgoing the payment. You are not required to sign, and you can negotiate the terms. Even where a severance confidentiality term is permitted, it cannot bar you from reporting sexual assault or sexual harassment under the federal Speak Out Act. Reviewing the agreement with an attorney before signing is an option DocDraft makes available.