Tennessee Non-Disclosure Agreement (NDA) Review
Tennessee was an early mover after 2017, passing a 2018 law that stops employers making silence about workplace sexual harassment a condition of being hired or keeping a job. It is narrower than laws in states like New Jersey or Washington, covering sexual harassment only and leaving settlements alone. Everyday business confidentiality is governed by the Tennessee Uniform Trade Secrets Act.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Tennessee
Tennessee protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
For agreements made on or after July 1, 2026, non-competes are banned for workers earning under $70,000 a year, and a restraint of 2 years or less is presumed reasonable (HB 1034). Earlier agreements follow prior case law; physicians have separate statutory limits.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Tennessee also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Tennessee's non-compete rules above.
What does Tennessee's 2018 NDA law cover?
Public Chapter 965 of 2018, codified at T.C.A. 50-1-108, prohibits employers from requiring an employee or prospective employee to sign a nondisclosure agreement concerning sexual harassment in the workplace as a condition of employment.
The law does not reach other forms of discrimination, and because it targets conditions of employment, it is generally read as leaving negotiated settlement or severance confidentiality untouched. For pre-dispute clauses, the federal Speak Out Act adds broader protection for sexual assault and sexual harassment disputes.
How do Tennessee courts treat confidentiality and non-solicit clauses?
The Tennessee Uniform Trade Secrets Act, T.C.A. 47-25-1701 to 47-25-1709, protects information with value from secrecy that is subject to reasonable secrecy efforts.
For agreements made on or after July 1, 2026, HB 1034 bars non-competes for workers earning under $70,000 a year; other restrictive covenants are judged under Hasty v. Rent-A-Driver (Tenn. 1984): the employer must show a legitimate business interest beyond protection from ordinary competition, such as confidential information or specialized training, and the restriction must be reasonable in time and area. Tennessee courts may modify an overbroad covenant to a reasonable scope when the employer acted in good faith.
Tennessee also caps some covenants for physicians by statute, so a health care NDA with a restrictive covenant should be checked against those profession-specific limits, which are stricter than the general reasonableness test that governs other Tennessee workers in most industries.
Tennessee sources checked 2026-10-09: Equal Rights Advocates: Tennessee HB 2613 (2018) · Speak Out Act, Pub. L. 117-224 (congress.gov) · 18 U.S.C. 1833, DTSA whistleblower immunity (Cornell LII). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Tennessee NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Tennessee law
- Return/destruction obligation and one-sided injunctive relief
Tennessee NDA FAQ
Is an NDA enforceable in Tennessee?
Yes, a reasonable confidentiality agreement is generally enforceable in Tennessee, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Tennessee?
NDAs sometimes bundle in non-compete language. In Tennessee, non-competes are enforceable only in limited cases, For agreements made on or after July 1, 2026, non-competes are banned for workers earning under $70,000 a year, and a restraint of 2 years or less is presumed reasonable (HB 1034). Earlier agreements follow prior case law; physicians have separate statutory limits. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Tennessee?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Tennessee law.
Can Tennessee enforce a non-compete buried in an NDA?
Tennessee is one of 13 jurisdictions allowing them only in restricted circumstances. For agreements made on or after July 1, 2026, non-competes are banned for workers earning under $70,000 a year, and a restraint of 2 years or less is presumed reasonable (HB 1034). Earlier agreements follow prior case law; physicians have separate statutory limits. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
If the restriction in my Tennessee agreement is too broad, what happens?
Courts may rewrite an overbroad restriction to something reasonable. That cuts against you: an employer has little to lose by drafting wide, because a court can pare the clause back rather than discard it. Negotiating the wording before signing matters more here than in states where an overbroad clause simply fails.
Does it matter which state's law the agreement names?
It can, because Tennessee's neighbours do not all agree: Alabama (generally enforceable), Arkansas (generally enforceable), Georgia (generally enforceable), Kentucky (generally enforceable), Mississippi (generally enforceable), Missouri (generally enforceable), North Carolina (generally enforceable). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Does T.C.A. 50-1-108 cover race or age discrimination NDAs?
No. The Tennessee statute is limited to sexual harassment in the workplace. Confidentiality clauses about other kinds of discrimination fall outside it, although they cannot stop you filing a charge with the EEOC or a state agency, and broader federal whistleblower protections still apply.
Will a Tennessee court trim an overbroad NDA restriction?
Often, yes. Tennessee courts may modify a restrictive covenant to a reasonable time and area if the employer drafted it in good faith, instead of striking it outright. That makes it more important to negotiate a narrow restriction before signing, because a court may enforce a trimmed version.
Asked to sign an NDA in Tennessee?
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Tennessee rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Tennessee law when you run your NDA, and you should confirm anything critical with a qualified attorney.