The Tennessee non-disclosure agreement (NDA) provides a Tennessee employer with the ability to keep their trade secrets out of the hands of their competitors. It achieves this function by prohibiting employees from divulging the information to any third party until such a time that the information deemed confidential becomes public knowledge, or until the contract becomes null and void. The termination of the contract will be possible only if the disclosing party of the confidential information provides the receiving party with written notice releasing them from the contractual obligation.
Misappropriation – § 47-25-1704. Damages can be recovered should the employee misappropriation of the trade secrets cause the loss of revenue or result in the unjust enrichment of the employer’s competitors. The court may also award the complainant attorney’s fees if the conditions listed in § 47-25-1705 apply.
Trade Secret Definition (TN Code § 47-25-1702 (2017)) – “Trade secret” means information, without regard to form, including, but not limited to, technical, nontechnical or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that:
- (A) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and
- (B) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.