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Tennessee Non-Disclosure Agreement Requirements

Public Chapter 934, effective July 1, 2026, added Tennessee Code Annotated Sections 50-1-210 and 50-1-211, setting rebuttable duration presumptions for actual noncompete clauses and barring enforcement of any noncompete against an employee earning under $70,000 a year.

Introduction

Public Chapter 934, effective July 1, 2026, added Tennessee Code Annotated Sections 50-1-210 and 50-1-211, setting rebuttable duration presumptions for actual noncompete clauses and barring enforcement of any noncompete against an employee earning under $70,000 a year. Section 50-1-210(c) is the specific provision carving confidentiality and nondisclosure agreements out of that regime. A Tennessee NDA is otherwise an ordinary, enforceable contract, mutual or one-way, in which the parties agree to keep specified information confidential. Health care providers face a separate, older statute, Tennessee Code Annotated Section 63-1-148, which caps a signed noncompete at two years and a ten-mile radius or home county, whichever is greater, though it does not apply to emergency medicine physicians. Trade secrets shared under a Tennessee NDA are protected independently under the Tennessee Uniform Trade Secrets Act (Tennessee Code Annotated Sections 47-25-1701 through 47-25-1709), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. Outside these statutes, Tennessee courts apply a common-law reasonableness test to any restrictive covenant, tracing back to Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28 (Tenn. 1984), so an NDA whose confidentiality definition functions as a de facto noncompete can still draw scrutiny even though it sits outside the new statute's text.

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Key Things to Know

  1. 1

    Healthcare providers in Tennessee are subject to a separate, older statute, Tennessee Code Annotated Section 63-1-148, which limits a signed noncompete to two years and a geographic radius of ten miles or the home county, whichever is greater, and does not apply to physicians who specialize in emergency medicine.

  2. 2

    Tennessee's brand-new restrictive-covenant statute, Public Chapter 934 (Tennessee Code Annotated Sections 50-1-210 and 50-1-211), took effect July 1, 2026 and, by its own text at Section 50-1-210(c), does not prohibit an employer from enforcing a confidentiality or nondisclosure agreement; the new duration presumptions and the $70,000 minimum-salary rule for enforceability target actual noncompete clauses, not NDAs.

  3. 3

    That statutory carve-out is not unlimited protection. Tennessee courts still apply a common-law reasonableness test from Central Adjustment Bureau, Inc. v. Ingram (1984), so a confidentiality definition broad enough to functionally stop someone from working in their field can still be challenged as a disguised noncompete, evaluated for the employer's legitimate business interest and any undue hardship on the person restrained.

  4. 4

    Trade secret protection runs through the Tennessee Uniform Trade Secrets Act (Tennessee Code Annotated Sections 47-25-1701 through 47-25-1709), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in Tennessee generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (Tennessee Code Annotated Section 47-25-1707).

  6. 6

    Tennessee has no employee invention-assignment carve-out statute, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. An invention-assignment clause in a Tennessee NDA or employment agreement is governed by ordinary contract law, not a statutory limit on what the employer can claim.

  7. 7

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Tennessee; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  8. 8

    A Tennessee court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused.

Key decisions before you file

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

Open the Non-Disclosure Agreement guide

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TENNESSEE NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Tennessee and [Party B Name] of [City], Tennessee (each a "Party") enter into this Non-Disclosure Agreement on the date signed below.

  1. Purpose. The Parties enter this Agreement in connection with [describe business purpose, e.g. a potential business relationship the Parties are exploring], expecting one or both may need to share Confidential Information to pursue it.

  2. Definition of Confidential Information. "Confidential Information" means business, technical, or financial information one Party discloses that is marked confidential, or that a reasonable person would treat as confidential given how it was shared, including any trade secret under the Tennessee Uniform Trade Secrets Act (Tennessee Code Annotated Section 47-25-1702): information with independent economic value from not being generally known, kept secret through reasonable efforts. It excludes information the receiving Party developed independently, received freely from a third party, already held before disclosure, or that later becomes public through no fault of its own.

  3. Obligations. The receiving Party may use Confidential Information only for Section 1's purpose, guarding it with at least the care a careful business uses for its own sensitive records. Sharing it outside its organization needs the disclosing Party's prior written consent, except for personnel and advisors who genuinely need it and are bound to terms at least as strict as these.

  4. Scope Limitation (Tennessee-Specific). Effective July 1, 2026, Public Chapter 934 added Tennessee Code Annotated Section 50-1-210(c), stating outright that Tennessee's new restrictive-covenant law does not stop an employer from enforcing a confidentiality or nondisclosure agreement. This Agreement therefore sits outside that act's duration presumptions for actual noncompetes (roughly two years for employees, three for a distributor or franchisee, up to five for a business sale) and outside Section 50-1-211's bar on enforcing a noncompete against anyone earning under $70,000 a year. A healthcare provider bound to the disclosing Party instead falls under an older, narrower statute for any noncompete piece of that relationship: Section 63-1-148 caps it at two years and a ten-mile radius or the home county, whichever reaches further, excluding emergency medicine physicians. Neither statute displaces the common-law check on overreaching confidentiality language; under Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28 (Tenn. 1984), language functioning as a disguised noncompete must still serve a legitimate business interest without undue hardship on the person restrained. The duties here reach only Section 2's information, never the receiving Party's underlying skill or experience.

  5. Federal Whistleblower Notice. The Defend Trade Secrets Act (18 U.S.C. Section 1833(b)) builds in a safety valve: nobody faces criminal or civil liability for handing a trade secret to a government official or attorney in confidence, solely to report a suspected violation, or for disclosing it in a sealed court filing. Congress conditioned an employer's access to the Act's exemplary damages and fee-shifting on giving this notice, so it appears here in full.

  6. Term. Confidentiality duties run for [X years] from signing, though anything meeting the Tennessee Uniform Trade Secrets Act's definition of a trade secret stays protected for as long as it remains one, term limit or not.

  7. Return or Destruction. When Section 1's purpose concludes, or sooner on written request, the receiving Party must return every copy of the Confidential Information it holds or certify its destruction.

  8. Remedies. A leak of Confidential Information causes harm damages often cannot fully undo, so the disclosing Party may seek a temporary injunction under Tennessee Rule of Civil Procedure 65.04 while a dispute is pending. If the material also qualifies as a trade secret, Tennessee Code Annotated Sections 47-25-1703 and 47-25-1704 separately let a court enjoin its continued use and award actual loss plus unjust enrichment, doubled if the misappropriation was willful and malicious.

  9. Governing Law. Tennessee law governs this Agreement. Tennessee courts hold to that choice so long as Tennessee bears a real, material connection to the transaction and the choice is not a sham meant to dodge another state's law, per Vantage Technology, LLC v. Cross, 17 S.W.3d 637 (Tenn. Ct. App. 1999).

  10. Miscellaneous. An electronic signature binds a Party here just as ink would, under the Tennessee Uniform Electronic Transactions Act (Tennessee Code Annotated Section 47-10-101 et seq.) and the federal ESIGN Act (15 U.S.C. Section 7001). If a court strikes down any provision, the rest stays in force. Each Party's promises here, exchanged for the other's, are sufficient consideration to bind the Agreement.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Tennessee Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Section 47-25-1702)

Clearly defines what constitutes confidential information under Tennessee law, including trade secrets as defined in the Tennessee Uniform Trade Secrets Act. Citation pinpointed to Section 47-25-1702, TUTSA's actual definitions section, rather than Section 47-25-1701 (the Act's short-title section).

Trade Secret Protection (Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Sections 47-25-1701 through 47-25-1709)

Addresses Tennessee's adoption of the Uniform Trade Secrets Act and its protective provisions, including the reasonable-efforts-to-maintain-secrecy standard and the Act's injunctive relief and damages sections. Citation broadened from the single definitions section (Section 47-25-1702, which duplicated the row above) to the full range spanning the Act's substantive protections.

Federal Defend Trade Secrets Act Compliance (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1836 et seq.)

Acknowledges compliance with the federal Defend Trade Secrets Act, which provides federal civil jurisdiction for trade secret misappropriation.

Economic Espionage Act Provisions (Economic Espionage Act, 18 U.S.C. Sections 1831 through 1839)

Addresses criminal penalties for trade secret theft under federal law, informing parties that misappropriation may result in criminal prosecution in addition to civil remedies.

Exclusions from Confidential Information (Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Section 47-25-1702(4))

Section 47-25-1702(4)'s trade secret definition requires information not be generally known, which is the statutory basis for excluding publicly available information from protection. The additional conventional NDA exclusions (information the receiving Party developed independently, received freely from a third party, or already held before disclosure) are standard drafting practice layered on top of the statute, not independently sourced from this subsection.

Permitted Disclosures (Tennessee Rules of Civil Procedure, Rules 45.07 and 45.08)

Outlines circumstances under which disclosure in response to legal process is permitted. Citation narrowed from the whole multi-part Rule 45 to the specific subsections that actually govern a subpoenaed party's protections and duties: Rule 45.07 (Protection of Persons Subject to Subpoena) and Rule 45.08 (Duties in Responding to Subpoena).

Injunctive Relief (Tennessee Rules of Civil Procedure, Rule 65.04)

Establishes the right to seek a temporary injunction for breach of the NDA on a showing of irreparable harm, consistent with Tennessee equity principles and civil procedure rules. A bond is separately required under Rule 65.05, except in pauper's-oath actions.

Electronic Signatures Compliance (Tennessee Uniform Electronic Transactions Act, Tenn. Code Ann. Section 47-10-101 et seq.; federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. Section 7001 et seq.)

Acknowledges that electronic signatures are valid and enforceable under both Tennessee and federal law, allowing for efficient execution of the NDA.

Remedies for Breach (Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Sections 47-25-1703 and 47-25-1704)

Outlines specific remedies available for trade secret misappropriation, including injunctive relief, damages for actual loss and unjust enrichment, and exemplary damages up to double the award for willful and malicious misappropriation.

Whistleblower Protection Notice (Defend Trade Secrets Act, 18 U.S.C. Section 1833(b))

Includes the required notice that an individual may not be held liable for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing, as required to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

Modification Requirements (Tennessee Statute of Frauds, Tenn. Code Ann. Section 29-2-101)

Tennessee's statute of frauds requires a signed writing for specific categories of agreements, including one not to be performed within one year of signing. Description narrowed to reflect that its relevance to a modification of this NDA is conditional on the Agreement's own term (or the modification's term) extending beyond one year, not a categorical rule that every contract modification must be in writing.

Dispute Resolution Mechanism (Tennessee Supreme Court Rule 31)

Establishes Tennessee's court-annexed alternative dispute resolution and mediation program. Description narrowed to reflect that Rule 31 governs a court ordering mediation within an already-pending civil action, rather than describing it as this Agreement's own pre-suit dispute-resolution mechanism.

Frequently Asked Questions

A Non-Disclosure Agreement in Tennessee is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Tennessee Uniform Trade Secrets Act (Tennessee Code Annotated Sections 47-25-1701 through 47-25-1709) regardless of what the NDA itself says.

It can, but the two are treated differently under Tennessee's newest law. Public Chapter 934, effective July 1, 2026, expressly excludes confidentiality and nondisclosure agreements from the restrictive-covenant rules it created at Tennessee Code Annotated Section 50-1-210. If an NDA's confidentiality definition is written broadly enough to function as a real restraint on someone's ability to work, though, Tennessee's common-law reasonableness test from Central Adjustment Bureau, Inc. v. Ingram (1984) can still apply to that provision.

Public Chapter 934 (House Bill 1034), effective July 1, 2026, added Tennessee Code Annotated Sections 50-1-210 and 50-1-211. It creates rebuttable presumptions that a noncompete is reasonable in time if it runs two years or less for an employee or independent contractor, three years or less for a distributor, dealer, franchisee, or licensee, and up to five years or the payment period for a business sale, and it bars enforcing any noncompete against an employee earning less than $70,000 in annualized compensation. Section 50-1-210(c) states the law does not prohibit enforcing a confidentiality or nondisclosure agreement, so it targets noncompetes, not NDAs directly.

It can, if the NDA is bundled with or functions as a practice restriction. Tennessee Code Annotated Section 63-1-148 limits a signed noncompete for a healthcare provider to two years and a ten-mile radius from the primary practice site or the home county, whichever is greater, and it does not apply to physicians who specialize in emergency medicine. A plain confidentiality-only NDA that does not restrict where or whether someone can practice falls outside that statute.

A trade secret misappropriation claim under the Tennessee Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Tennessee Code Annotated Section 47-25-1707). A separate breach-of-contract claim over the NDA itself follows Tennessee's ordinary written-contract limitations period.

Tennessee has no statute like California's Labor Code Section 2870 that automatically excludes an employee's own-time inventions from an assignment clause. Whether a Tennessee NDA or employment agreement can reach an invention developed entirely on the employee's own time, without the employer's equipment or trade secrets, depends on ordinary contract interpretation and common-law principles rather than a statutory carve-out.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Tennessee; the choice is about which structure matches the actual relationship.

No. A Tennessee NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract, an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Tennessee Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies.