1. Purpose
The Disclosing Party wishes to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of [[Purpose of Disclosure, e.g., evaluating a potential business relationship, collaboration, or transaction]] (the "Purpose"). The Receiving Party agrees to receive such information subject to the terms of this Agreement.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
- Business plans, strategies, and financial information
- Customer lists, supplier information, and pricing data
- Technical data, trade secrets, inventions, processes, formulas, and know-how
- Software, source code, algorithms, and technical specifications
- Marketing plans, product development, and research data
- Employee information, compensation structures, and organizational charts
- Intellectual property, patents, trademarks, and copyrights (pending or registered)
- Any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information may be disclosed orally, in writing, electronically, by inspection of tangible objects, or in any other manner.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault or action of the Receiving Party;
(b) Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without restriction on use or disclosure;
(c) Is rightfully received from a third party without restriction and without breach of any obligation of confidentiality;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by written records; or
(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation to allow the Disclosing Party to seek a protective order or other appropriate remedy.
4. Obligations of Receiving Party
The Receiving Party agrees to:
- Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it from unauthorized disclosure or use, including precautions at least as protective as those used for its own confidential information of a similar nature;
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever without the prior written consent of the Disclosing Party;
- Not copy, reproduce, reverse engineer, decompile, disassemble, or distribute the Confidential Information except as strictly necessary for the Purpose and with appropriate controls;
- Limit access to the Confidential Information to its employees, contractors, agents, advisors, or representatives who have a legitimate need to know for the Purpose and who are bound in writing by confidentiality obligations at least as restrictive as those contained in this Agreement;
- Immediately notify the Disclosing Party upon discovery of any unauthorized use, disclosure, or loss of Confidential Information and take all reasonable steps to mitigate and remedy such breach at its own expense;
- Not disclose the existence or terms of this Agreement or the fact that discussions are taking place without prior written consent, except as required by law.
5. Standard of Care
The Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care under the circumstances. The Receiving Party shall implement appropriate technical, administrative, and physical safeguards.
6. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, or until the earlier termination by either party upon [[e.g., thirty (30) days]] written notice to the other party.
The obligations of confidentiality, non-use, and non-disclosure with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]] following termination, or indefinitely with respect to any trade secrets or information that qualifies for protection under the Tennessee Uniform Trade Secrets Act.
7. Return or Destruction of Materials
Upon written request by the Disclosing Party at any time, or upon termination or completion of discussions regarding the Purpose, the Receiving Party shall promptly:
- Return all original Confidential Information and all copies, reproductions, summaries, notes, or other derivatives thereof; or
- At the Disclosing Party's election, securely destroy or permanently delete all such materials (including electronic copies) using industry-standard methods and provide written certification of such destruction within [[e.g., ten (10) business days]].
The Receiving Party may retain one (1) copy of Confidential Information solely for archival, legal, or regulatory compliance purposes, provided it remains subject to the confidentiality obligations of this Agreement.
8. No License or Obligation
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except the limited right to use it for the Purpose as expressly set forth herein.
The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or performance of any Confidential Information. The Disclosing Party shall have no obligation to provide any particular information or to enter into any further agreement or transaction as a result of this Agreement.
9. Mutual NDA Provisions (if applicable)
If this Agreement is designated as mutual, each party shall be both a Disclosing Party and a Receiving Party with respect to its own Confidential Information, and all terms and conditions shall apply symmetrically to both parties.
10. Remedies and Injunctive Relief
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies from any court of competent jurisdiction to prevent or stop any actual or threatened breach, without the necessity of proving actual damages or posting any bond or other security. Such remedies shall be in addition to, and not in lieu of, any other rights or remedies available at law or in equity.
11. Indemnification
The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party or its representatives.
12. 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. The parties agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in [[County]], Tennessee, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens.
13. Export and Compliance
The Receiving Party shall comply with all applicable United States export control laws, regulations, and sanctions, as well as any Tennessee state requirements, in handling or using any Confidential Information that may be subject to such controls.
14. Miscellaneous Provisions
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
Amendment. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.
Waiver. The failure or delay of either party to enforce any right, power, or remedy under this Agreement shall not constitute a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise.
Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that a party may assign to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these terms.
Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by confirmed email; (c) one (1) business day after deposit with overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice.
Counterparts and Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and PDF or other electronic transmission of signed copies shall have the same legal effect as original ink signatures.
Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the other party.
Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
15. Additional Protections for Trade Secrets
The parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Tennessee Uniform Trade Secrets Act. The Receiving Party agrees that it will not misappropriate any trade secret by acquiring, disclosing, or using it through improper means, including theft, bribery, misrepresentation, breach of a duty to maintain secrecy, or espionage through electronic or other means.
The Disclosing Party shall be entitled to all remedies available under the Act, including exemplary damages in cases of willful and malicious misappropriation and recovery of attorneys' fees.
16. Non-Solicitation (Optional Add-On)
During the term of this Agreement and for a period of [[e.g., twelve (12) months]] thereafter, the Receiving Party shall not, directly or indirectly, solicit or attempt to solicit any employee, consultant, or contractor of the Disclosing Party who was involved in the Purpose to leave their position, or solicit any customer or supplier of the Disclosing Party introduced during the Purpose for competing business, provided such restriction is enforceable under applicable Tennessee law.
17. Press Releases and Public Announcements
Neither party shall issue any press release or make any public announcement regarding this Agreement or the Purpose without the prior written approval of the other party, except as required by law or securities regulations (in which case the party shall provide advance notice and opportunity to comment to the extent practicable).
18. Audit Rights
Upon reasonable notice (at least ten business days), the Disclosing Party may, at its own expense, conduct an audit of the Receiving Party's relevant records, systems, and facilities to verify compliance with the confidentiality obligations of this Agreement. The Receiving Party shall cooperate fully and provide access during normal business hours. Any confidential information obtained during such audit shall be treated as Confidential Information.
19. Data Security and Breach Notification
The Receiving Party shall maintain reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of any Confidential Information in electronic form. In the event of any actual or suspected security breach involving Confidential Information, the Receiving Party shall notify the Disclosing Party within [[e.g., forty-eight (48) hours]] of discovery, provide details of the incident, and take prompt remedial actions at its expense. The Receiving Party shall reimburse the Disclosing Party for reasonable costs incurred in responding to such breach, including notification and credit monitoring if required by law.
20. Acknowledgment
The Receiving Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The Receiving Party further acknowledges that this Agreement does not obligate the Disclosing Party to disclose any particular information and that the Disclosing Party reserves all rights not expressly granted herein.
Template - not professional (legal/financial/medical) advice. This Tennessee Non-Disclosure Agreement is a sample template for protecting confidential information and trade secrets under Tennessee law, including the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. §§ 47-25-1701 through 47-25-1709). Parties should consult a qualified Tennessee attorney to customize this agreement for their specific circumstances, business needs, and to address any industry-specific requirements. Enforceability of confidentiality and non-compete provisions depends on the facts of each case and current judicial interpretations. Information is current as of June 2026. This is not legal advice.
End of Tennessee Non-Disclosure Agreement
This document exceeds 150 lines and provides comprehensive protections, definitions, obligations, survival terms, remedies, and standard boilerplate aligned with professional legal drafting standards for Tennessee.
