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Essentials of a Non-Disclosure Agreement in Tennessee
If you are researching on ways to make your service delivery better and you just came up with never-heard-of ideas or processes that promise to propel you to greater heights of success, one that gives you a remarkable competitive edge, then you need to protect that secret.
Contrary to common beliefs, you need to start protecting that information not after starting to use the new devices or information from the research, but at the inception of the idea in your mind. You need to make sure that anyone who learns about your research and your new invention only acquires that knowledge after they have signed an NDA or a confidentiality agreement.
Having seen and read about inventors who lost their patent rights because the other party used or disclosed their invention, it is paramount that you take all the necessary steps to ensure the protection of your proprietary information. The proprietary information represents the kind of information or idea that you have pioneered, often a unique invention.
On the other hand, you have trade secrets – the information that gives you a competitive and economic advantage (actual or potential) because the information is unknown to the public. The information could be available in different forms – a device, compilation, process, program, formula, pattern, a method, or a technique. The only way for you to ensure that you maintain your competitiveness is by protecting that information. You should know that the law will only accept the protection of legitimate trade secrets, as well as trade secrets and confidential business interests acquired legally.
But, do you know what confidentiality or a non-disclosure agreement (NDA) is? A non-disclosure refers to the legally binding document created between two or more parties. By signing the document, the recipient of the confidential information promises to protect the information from the public domain, media or third parties, and he or she also promises not to use the information for personal benefit unless they receive the go-ahead from the party that disclosed the information.
Employers often create NDAs, startups, inventors, and entrepreneurs and the most common recipients of the information include investors, employees, acquiring companies, and venture capitalists. To get started, you (disclosing party) must first download a free Tennessee non-disclosure agreement form online.
Once you have the NDA form, you can go ahead to specify your needs. It’s important to have this document when planning to hire new employees who will come in contact with or need knowledge of the confidential information or when you need to be sure that the potential investor will not run off into the sunset when they learn about your million-dollar trade secret. It, therefore, means that the recipient must sign the NDA before you get into more details of your business.
Types of NDAs
There are two main types of NDAs/ confidentiality agreement in Tennessee – the unilateral and the bilateral NDAs.
The unilateral NDA features one disclosing party and one receiving a party, and in some cases, it is referred to as a one-way NDA. It works well in employment setups, or when engaging investors.
The bilateral NDA, on the other hand, is also called a mutual NDA. Both parties have to disclose their trade secrets while promising not to divulge the trade secrets of the other. Mutual NDAs are commonly used in mergers or joint ventures. Note that you could have other types of NDAs depending on your needs.
What must you have within the scope of your NDA?
The naming of the parties: your free non-disclosure agreement in Tennessee must identify the disclosing party and the receiving party. The disclosing party refers to the company or individual who has rights to the valuable information they wish to share with the receiving person/ company (the recipient). These parties enter into a contractual relationship when they sign the NDA. Keep in mind that the document is only legally binding after it’s signed.
A concise description of the confidential information: You should know by now that you cannot protect your trade secrets by using a blanket statement like ‘confidential information.’ You have to name be specific about the nature of the confidential information.
While confidential information represents valuable and sensitive information that must be protected and kept away from the public domain, you need to indicate the nature of the information protected. The most common forms of confidential information include marketing strategies, accounting/ financial information, a computer software, customer lists, or pricing models, classified government information, business strategies, inventions, hardware configurations, unpublished patent applications, samples, prototypes, drawings, verbal/ written representations, etc.
Exclusions: this is a clause that names the categories of information not considered confidential. Non-confidential information includes information that is publicly available, information that could be shared once the recipient has the permission to disclose from the disclosing party, information received from third parties, or information obtained/ developed independently by the recipient. Exclusions will also include information that the recipient needs to share because they have received an order compelling them to reveal the information.
Obligations of the receiving party: the recipient of the trade secrets has two main roles – they should not disclose the trade secrets protected by the NDA, and they should not use the information for personal reasons or benefits without the permission of the disclosing party.
Duration: this part of the NDA spells out when the protection of the trade secrets begins and how long the protection is expected to last. Often, the contract terminates when the agreement expires, after completion of a transaction, or after the elapse of a specific amount of time.
Applicable jurisdiction: It should be noted in the NDA where the protection of the NDA applies. In some cases, the trade secrets protected in one state are not protected, and the secrets could be revealed in a different state. The issue of jurisdiction matters a lot when dealing with non-compete agreements.
Note that both parties must sign the document for its legality.
Non-competes and the employer contracts restrict the mobility of employees after they leave a company. The restrictions are time and geographically limited, and they must be reasonable. This means that you cannot effectuate a non-compete that restricts an employee from working with competitors in the whole country. For enforcement, there should be a balance between the protection of the company’s legitimate business interests and the employee’s ability to find work in a field they are well trained in.
The state has set strict regulations on non-competes, and they are only enforceable if the following conditions are met:
If it prevents solicitation of an employer’s/ company’s existing customers.
If it protects the trade secrets or confidential information of the company
If the agreement protects the employer’s/ company’s substantial investment in the employee’s training or enhanced skills and experience.
There should also be sufficient consideration. The acceptable consideration could be an offer of initial or continued employment, or any other benefits.
The non-compete must be reasonable in its time and geographical scope of restriction.
If your business is headquartered in Nashville, Knoxville, Memphis, Gatlinburg, Chattanooga or any other city in Tennessee, you could create NDAs using our free non-disclosure agreement forms accessible online easily.