Tennessee Employee and Severance NDA

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]