MUTUAL NON-DISCLOSURE AGREEMENT (TENNESSEE)

("Agreement")

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purpose and Scope
4. Obligations of Receiving Party
5. Exclusions from Confidential Information
6. Permitted Disclosures
7. Term and Duration
8. Return or Destruction of Confidential Information
9. Remedies
10. DTSA Whistleblower Immunity Notice
11. Intellectual Property Rights
12. Non-Solicitation and Non-Hire
13. Representations and Warranties
14. Indemnification
15. General Provisions
16. Tennessee-Specific Provisions
17. Signature Blocks

1. DOCUMENT HEADER

1.1 Parties. This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

(a) [________________________________] ("Party A"), a [________________________________] (state entity type, e.g., Tennessee corporation, limited liability company), with its principal place of business at [________________________________], [________________________________], Tennessee [____]; and

(b) [________________________________] ("Party B"), a [________________________________] (state entity type, e.g., Tennessee corporation, limited liability company), with its principal place of business at [________________________________], [________________________________], [____] [____].

Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."

1.2 Recitals.

WHEREAS, each Party possesses certain proprietary, confidential, and trade secret information relating to its business, products, services, technology, and operations;

WHEREAS, the Parties desire to explore and/or engage in a potential business relationship concerning [________________________________] (the "Permitted Purpose");

WHEREAS, in connection with the Permitted Purpose, each Party may disclose to the other Party certain Confidential Information (as defined herein);

WHEREAS, the Parties wish to establish the terms and conditions under which such Confidential Information will be disclosed, received, and protected in accordance with the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. § 47-25-1701 et seq.), the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), and this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

2.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party. For this purpose, "control" means the ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

2.2 "Confidential Information" means all non-public, proprietary, or confidential information or data, in any form or medium (whether oral, written, electronic, visual, digital, or otherwise), that is disclosed, furnished, made available, or otherwise communicated by or on behalf of a Disclosing Party (or any of its Affiliates, Representatives, or agents) to a Receiving Party (or any of its Affiliates, Representatives, or agents), whether before, on, or after the Effective Date, including without limitation:

(a) Business Information: business plans, strategies, forecasts, projections, budgets, financial statements, financial data, revenue figures, profit margins, pricing structures, cost analyses, marketing plans, advertising strategies, customer lists, customer data, supplier lists, vendor agreements, distributor relationships, sales data, and market research;

(b) Technical Information: inventions (whether patentable or not), discoveries, improvements, innovations, designs, drawings, specifications, blueprints, engineering data, algorithms, source code, object code, software (including documentation), firmware, hardware configurations, databases, data compilations, data models, system architectures, network diagrams, technical reports, laboratory notebooks, prototypes, samples, and formulas;

(c) Trade Secrets: information qualifying as a "trade secret" under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47-25-1702(4), and/or the Defend Trade Secrets Act, 18 U.S.C. § 1839(3), which means information, including technical, nontechnical, or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;

(d) Personnel Information: employee compensation data, organizational charts, personnel records, employment agreements, non-competition agreements, and human resource policies;

(e) Legal Information: pending or threatened litigation, regulatory investigations, legal strategies, legal opinions, attorney-client privileged communications, and attorney work product (disclosure of which does not waive any privilege);

(f) Operational Information: manufacturing processes, production methods, quality control procedures, supply chain data, logistics arrangements, distribution channels, and operational efficiency data; and

(g) Transaction Information: the existence of this Agreement, the identity of the Parties, the Permitted Purpose, and the terms, conditions, status, and content of any discussions, negotiations, or proposals between the Parties.

2.3 "Disclosing Party" means the Party (or its Affiliate) that discloses or makes available Confidential Information to the other Party.

2.4 "Receiving Party" means the Party (or its Affiliate) that receives or obtains access to Confidential Information from the Disclosing Party.

2.5 "Representatives" means a Party's and its Affiliates' respective directors, officers, members, managers, partners, employees, agents, consultants, advisors (including attorneys, accountants, and financial advisors), contractors, subcontractors, and potential financing sources, in each case who have a legitimate need to know the Confidential Information for the Permitted Purpose.

2.6 "Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, governmental authority, or other entity.

2.7 "Trade Secret" has the meaning ascribed to it in Tenn. Code Ann. § 47-25-1702(4) and 18 U.S.C. § 1839(3).

3. PURPOSE AND SCOPE

3.1 Permitted Purpose. The Parties are disclosing Confidential Information to each other solely for the purpose of [________________________________] (the "Permitted Purpose"). The Receiving Party shall not use any Confidential Information for any purpose other than the Permitted Purpose without the prior written consent of the Disclosing Party.

3.2 No Obligation to Disclose. Nothing in this Agreement shall obligate either Party to disclose any particular Confidential Information to the other Party. Each Party retains sole discretion to determine what, if any, Confidential Information it will disclose.

3.3 No Obligation to Proceed. Nothing in this Agreement shall obligate either Party to enter into any further agreement, transaction, or business relationship with the other Party. Each Party reserves the right, in its sole discretion, to terminate discussions and negotiations at any time.

4. OBLIGATIONS OF RECEIVING PARTY

4.1 Duty of Confidentiality. The Receiving Party shall:

(a) hold all Confidential Information in strict confidence and protect it using at least the same degree of care it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a commercially reasonable degree of care;

(b) not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party, except as expressly permitted under this Agreement;

(c) use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever;

(d) limit access to Confidential Information to those of its Representatives who (i) have a legitimate need to know such information for the Permitted Purpose, and (ii) are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement;

(e) be responsible and liable for any breach of this Agreement by any of its Representatives, as though such breach were committed by the Receiving Party itself;

(f) not copy, reproduce, summarize, or otherwise duplicate Confidential Information except as reasonably necessary for the Permitted Purpose; and

(g) maintain accurate records of all copies and reproductions of Confidential Information and the locations where such copies are stored.

4.2 Security Measures. The Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Confidential Information, including but not limited to:

(a) encryption of Confidential Information during electronic transmission and storage;

(b) access controls limiting access to authorized personnel;

(c) secure disposal methods for physical and electronic copies; and

(d) incident response procedures for suspected or confirmed unauthorized access.

4.3 Notice of Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party in writing upon discovering any unauthorized use, disclosure, access, or acquisition of Confidential Information and shall cooperate fully with the Disclosing Party to mitigate any harm, regain possession of such information, and prevent further unauthorized use or disclosure.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

5.1 Exclusions. The obligations set forth in this Agreement shall not apply to any information that the Receiving Party can demonstrate by clear and convincing evidence, supported by contemporaneous written records:

(a) Public Knowledge: was publicly available or in the public domain at the time of disclosure, or subsequently became publicly available through no fault, act, or omission of the Receiving Party or its Representatives;

(b) Prior Possession: was already in the lawful possession of the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality;

(c) Third-Party Disclosure: was received by the Receiving Party from a third party who was not, to the Receiving Party's knowledge, under any obligation of confidentiality to the Disclosing Party with respect to such information;

(d) Independent Development: was independently developed by the Receiving Party without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by documentary evidence; or

(e) Written Approval: was approved for release or public disclosure by the Disclosing Party through prior written authorization.

5.2 Burden of Proof. The burden of establishing that any of the foregoing exclusions applies shall rest with the Receiving Party.

5.3 Partial Exclusion. Any specific item of Confidential Information shall not be deemed to fall within any of the foregoing exclusions merely because it is embraced by more general information that falls within such exclusion, or because individual components of such item are within such exclusion unless the specific combination, compilation, or arrangement is itself publicly available.

6. PERMITTED DISCLOSURES

6.1 Compelled Disclosure. If the Receiving Party or any of its Representatives becomes legally compelled (by law, regulation, subpoena, civil investigative demand, court order, or similar legal process) to disclose any Confidential Information, the Receiving Party shall:

(a) provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy;

(b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in its efforts to obtain such protective order or other remedy;

(c) if such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section, disclose only that portion of the Confidential Information that is legally required to be disclosed; and

(d) use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any Confidential Information so disclosed.

6.2 Regulatory Disclosure. Notwithstanding any other provision of this Agreement, either Party may disclose Confidential Information to governmental or regulatory authorities to the extent required by applicable federal, state, or local law, regulation, or rule, provided that the disclosing Party complies with the procedures set forth in Section 6.1 to the extent practicable.

7. TERM AND DURATION

7.1 Agreement Term. This Agreement shall commence on the Effective Date and shall continue for a period of [____] ([____]) years unless earlier terminated by either Party upon [____] ([____]) days' prior written notice to the other Party (the "Term").

7.2 Survival of Confidentiality Obligations.

(a) With respect to Confidential Information that does not constitute a Trade Secret, the confidentiality and non-use obligations set forth in this Agreement shall survive for a period of [____] ([____]) years following the expiration or termination of this Agreement.

(b) With respect to Confidential Information that constitutes a Trade Secret under Tenn. Code Ann. § 47-25-1702(4) or 18 U.S.C. § 1839(3), the confidentiality and non-use obligations shall continue for so long as such information qualifies as a Trade Secret under applicable law.

7.3 Termination. Either Party may terminate this Agreement at any time upon [____] ([____]) days' prior written notice to the other Party. Termination shall not affect the obligations of the Receiving Party with respect to Confidential Information received prior to the effective date of termination.

8. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

8.1 Obligation to Return or Destroy. Upon the earlier of (i) written request by the Disclosing Party, or (ii) expiration or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, promptly:

(a) return to the Disclosing Party all originals and copies (in any form or medium) of the Confidential Information; or

(b) destroy all originals and copies (in any form or medium) of the Confidential Information using secure destruction methods appropriate to the medium (e.g., shredding for paper documents, secure digital wiping for electronic media).

8.2 Certification of Compliance. Upon the Disclosing Party's request, the Receiving Party shall provide a written certification, signed by an authorized officer, confirming that all Confidential Information has been returned or destroyed in accordance with this Section 8.

8.3 Exceptions to Return or Destruction.

(a) The Receiving Party may retain one (1) archival copy of the Confidential Information solely for legal compliance, audit, or regulatory purposes, provided that such retained copy remains subject to all terms and conditions of this Agreement.

(b) The Receiving Party shall not be required to purge Confidential Information from electronic backup systems created pursuant to routine, automated data backup procedures, provided that (i) such backup copies are not readily accessible in the ordinary course of business, and (ii) such copies remain subject to the confidentiality obligations of this Agreement until destroyed in the normal course of backup rotation.

(c) Representatives who are licensed attorneys or accountants may retain copies of Confidential Information to the extent required by applicable professional standards or regulations.

9. REMEDIES

9.1 Irreparable Harm. The Parties acknowledge and agree that any breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would be an inadequate remedy.

9.2 Injunctive Relief. In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctive relief, and specific performance, from any court of competent jurisdiction, without the necessity of:

(a) proving actual damages;

(b) posting any bond or other security (or, if a bond is required by applicable law, the Parties agree that a nominal bond of $[____] shall be sufficient); or

(c) demonstrating the inadequacy of monetary damages.

9.3 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies available at law, in equity, or under statute, including remedies available under TUTSA (Tenn. Code Ann. § 47-25-1703 (injunctive relief), § 47-25-1704 (damages)) and the DTSA (18 U.S.C. § 1836(b)(3)).

9.4 Damages. In addition to equitable relief, the non-breaching Party may recover:

(a) actual damages, including consequential damages, resulting from the breach;

(b) unjust enrichment or disgorgement of profits attributable to the breach, to the extent not duplicative of actual damages;

(c) in cases of willful and malicious misappropriation under TUTSA, exemplary damages in an amount not exceeding twice (2x) the actual damages awarded (Tenn. Code Ann. § 47-25-1704(b));

(d) in cases of willful and malicious misappropriation under the DTSA, exemplary damages not more than two (2) times the amount of damages awarded (18 U.S.C. § 1836(b)(3)(C)); and

(e) reasonable attorneys' fees and costs, as provided under Tenn. Code Ann. § 47-25-1705 and 18 U.S.C. § 1836(b)(3)(D).

9.5 Statute of Limitations. The Parties acknowledge that under TUTSA, an action for misappropriation of trade secrets must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (Tenn. Code Ann. § 47-25-1706). Under the DTSA, the statute of limitations is three (3) years (18 U.S.C. § 1836(d)).

10. DTSA WHISTLEBLOWER IMMUNITY NOTICE

10.1 Federal Immunity Disclosure. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Parties hereby provide the following notice to all individuals who are parties to or receive Confidential Information under this Agreement:

(a) IMMUNITY. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) USE IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

10.2 Acknowledgment. Each Party acknowledges that it has read, understands, and has had the opportunity to consult with legal counsel regarding the whistleblower immunity provisions set forth above.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 No License Granted. All Confidential Information remains the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest (express, implied, by estoppel, or otherwise) in or to any Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party.

11.2 No Implied Rights. The disclosure of Confidential Information under this Agreement does not constitute any representation, warranty, or grant of rights to use the Confidential Information except as expressly set forth herein.

11.3 Reservation of Rights. Each Party reserves all rights in and to its Confidential Information and intellectual property that are not expressly granted under this Agreement.

11.4 Pre-Existing and Independent IP. Nothing in this Agreement shall affect either Party's ownership of intellectual property that it developed independently or owned prior to the Effective Date of this Agreement.

12. NON-SOLICITATION AND NON-HIRE

12.1 Non-Solicitation of Employees. During the Term and for a period of [____] ([____]) months following the expiration or termination of this Agreement, neither Party shall, directly or indirectly, solicit, recruit, hire, or attempt to hire any employee or independent contractor of the other Party (or its Affiliates) with whom the soliciting Party had contact or about whom the soliciting Party received Confidential Information in connection with the Permitted Purpose, without the prior written consent of the other Party.

12.2 Non-Solicitation of Customers/Clients. During the Term and for a period of [____] ([____]) months following the expiration or termination of this Agreement, neither Party shall, directly or indirectly, solicit, contact, or attempt to divert the business of any customer, client, vendor, or supplier of the other Party about whom the soliciting Party received Confidential Information in connection with the Permitted Purpose.

12.3 Exceptions. The restrictions in Sections 12.1 and 12.2 shall not apply to:

(a) general solicitations of employment not specifically directed at employees or contractors of the other Party (e.g., general advertisements in newspapers, trade journals, or online job boards);

(b) any individual who was terminated by the other Party at least [____] ([____]) days prior to the solicitation; or

(c) any engagement that was initiated by the employee or contractor without solicitation by the hiring Party.

12.4 Blue Pencil Provision. If any court of competent jurisdiction determines that any restriction set forth in this Section 12 is overbroad or unenforceable in any respect, the Parties agree that such court shall have the authority to modify (blue pencil) such restriction to the minimum extent necessary to render it valid and enforceable, consistent with the Parties' intent and Tennessee law, including the standards set forth in Murfreesboro Medical Clinic, P.A. v. Udom.

13. REPRESENTATIONS AND WARRANTIES

13.1 Authority. Each Party represents and warrants that:

(a) it has full corporate or organizational power and authority to execute, deliver, and perform its obligations under this Agreement;

(b) the execution and performance of this Agreement has been duly authorized by all necessary corporate or organizational action;

(c) the person executing this Agreement on behalf of such Party has been duly authorized to do so;

(d) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms; and

(e) the execution and performance of this Agreement will not violate or conflict with any other agreement, obligation, order, judgment, or decree by which such Party is bound.

13.2 Ownership and Right to Disclose. Each Disclosing Party represents and warrants that it has the right to disclose the Confidential Information it provides under this Agreement and that such disclosure will not violate the rights of any third party.

13.3 No Warranty of Accuracy. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE OTHER PARTY'S USE OF OR RELIANCE ON CONFIDENTIAL INFORMATION.

14. INDEMNIFICATION

14.1 Indemnification by Receiving Party. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from:

(a) any breach of this Agreement by the Receiving Party or its Representatives;

(b) any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives; or

(c) any third-party claim arising from the Receiving Party's misuse of Confidential Information.

14.2 Indemnification Procedures. The Indemnified Party shall:

(a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent such failure materially prejudices the indemnifying Party);

(b) grant the indemnifying Party reasonable control of the defense and settlement of such claim; and

(c) cooperate with the indemnifying Party, at the indemnifying Party's expense, in the defense and settlement of such claim.

15. GENERAL PROVISIONS

15.1 Governing Law. This Agreement and all disputes arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

15.2 Forum Selection / Exclusive Jurisdiction. For all disputes arising under or relating to this Agreement (except for actions seeking injunctive relief, which may be filed in any court of competent jurisdiction):

☐ Option A — Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by [________________________________] (e.g., American Arbitration Association) under its [________________________________] Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator in [________________________________], Tennessee. The arbitral proceedings and award shall be confidential. Judgment on the award may be entered in any court having jurisdiction thereof.

☐ Option B — Litigation. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, Tennessee (including the United States District Court for the [____] District of Tennessee), and waives any objection to venue or forum non conveniens.

15.3 Jury Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER.

15.4 Entire Agreement / Integration. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, negotiations, representations, and communications relating to such subject matter. Each Party acknowledges that it has not relied on any statement, representation, or promise not expressly set forth herein.

15.5 Amendments and Waivers. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Agreement, or consent to any departure therefrom, shall be effective unless in writing and signed by the waiving Party. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15.6 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.7 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without such consent to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void.

15.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.9 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF, facsimile, and reliable e-signature platforms compliant with the Tennessee Uniform Electronic Transactions Act, Tenn. Code Ann. § 47-10-101 et seq.) shall be deemed original signatures and shall be binding upon the Parties.

15.10 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) upon receipt, if delivered personally;

(b) one (1) business day after deposit with a nationally recognized overnight courier service (e.g., FedEx, UPS);

(c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or

(d) upon confirmed receipt (excluding automated responses) if sent by email;

addressed to the Parties at the addresses set forth below or at such other address as a Party may designate by written notice:

If to Party A:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]
Attention: [________________________________]

If to Party B:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]
Attention: [________________________________]

15.11 Relationship of the Parties. Nothing in this Agreement shall be construed to create a joint venture, partnership, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner.

15.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies on any third party.

15.13 Construction. This Agreement shall be construed without regard to which Party drafted it. Headings are for convenience only and shall not affect interpretation.

15.14 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations, if any) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemic, pandemic, governmental action, or utility failures, provided the affected Party uses commercially reasonable efforts to resume performance.

16. TENNESSEE-SPECIFIC PROVISIONS

16.1 Tennessee Uniform Trade Secrets Act (TUTSA).

(a) This Agreement is intended to complement and supplement, but not to limit or replace, the protections afforded to Trade Secrets under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47-25-1701 et seq.

(b) TUTSA defines a "trade secret" as information, including technical, nontechnical, or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Tenn. Code Ann. § 47-25-1702(4)).

(c) The statute of limitations for trade secret misappropriation claims under TUTSA is three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (Tenn. Code Ann. § 47-25-1706). Continuing misappropriation constitutes a single claim.

(d) Remedies under TUTSA include: injunctive relief (§ 47-25-1703), damages including unjust enrichment (§ 47-25-1704(a)), exemplary damages not exceeding twice the actual damages for willful and malicious misappropriation (§ 47-25-1704(b)), and reasonable attorneys' fees (§ 47-25-1705).

(e) TUTSA Preemption. TUTSA displaces conflicting tort, restitutionary, and other Tennessee law providing civil remedies for misappropriation of a trade secret (Tenn. Code Ann. § 47-25-1709). However, TUTSA does not affect contractual remedies, whether or not based upon misappropriation of a trade secret, or other civil remedies that are not based upon misappropriation of a trade secret, or criminal remedies, whether or not based upon misappropriation of a trade secret.

16.2 Non-Compete and Restrictive Covenant Considerations.

(a) Murfreesboro Medical Clinic Standard. Tennessee courts evaluate the enforceability of restrictive covenants under the standard established in Murfreesboro Medical Clinic, P.A. v. Udom, 166 S.W.3d 674 (Tenn. 2005), examining whether: (i) the agreement is supported by adequate consideration; (ii) non-enforcement would pose a genuine risk of harm to the employer's business; (iii) the employee would not face undue economic hardship from enforcement; and (iv) enforcement would not be against the public interest.

(b) Blue Pencil Doctrine. Tennessee courts apply the "blue pencil" doctrine, under which courts may modify overbroad restrictive covenants by narrowing the duration, geographic scope, or scope of prohibited activities to render them reasonable and enforceable, rather than striking the entire provision.

(c) Healthcare Provider Non-Competes. Under Tenn. Code Ann. § 63-1-148, non-competition agreements involving healthcare providers are subject to specific requirements: (i) must be in writing; (ii) limited to two (2) years in duration; and (iii) geographic limits of a ten-mile radius from the primary practice site or the county in which the practice is located. This may affect non-solicitation provisions in this Agreement if either Party is a healthcare provider.

(d) The non-solicitation and non-hire provisions of this Agreement are intended to be separate and distinct from non-competition agreements, and are designed to be enforceable under Tennessee law as interpreted by the Tennessee courts.

16.3 Tennessee Data Breach Notification.

(a) If either Party experiences a breach of security involving the other Party's Confidential Information that constitutes "personal information" as defined by the Tennessee Identity Theft Deterrence Act (Tenn. Code Ann. § 47-18-2107), the breaching Party shall:

(i) notify the affected Party as soon as practicable;

(ii) comply with all notification requirements under Tenn. Code Ann. § 47-18-2107, including providing notice to affected Tennessee residents no later than forty-five (45) days from discovery of the breach;

(iii) where the breach involves more than one thousand (1,000) individuals, notify all consumer reporting agencies and credit bureaus that compile files on consumers on a nationwide basis; and

(iv) cooperate with the affected Party in mitigating the effects of such breach.

16.4 Tennessee Information Protection Act (TIPA).

(a) Effective July 1, 2025, the Tennessee Information Protection Act (TIPA) (Tenn. Code Ann. § 47-18-3201 et seq.) imposes privacy and data security requirements on businesses that collect, process, or sell personal information of Tennessee consumers. To the extent any Confidential Information disclosed under this Agreement includes personal data of Tennessee consumers subject to TIPA, each Party shall comply with the applicable requirements of TIPA in its handling, processing, and protection of such data.

(b) Each Party acknowledges its obligation to implement and maintain reasonable security practices and procedures consistent with TIPA and shall not use personal data received as Confidential Information in any manner that would violate the data subject's rights under TIPA.

16.5 Tennessee Franchise and Excise Tax.

(a) The Parties acknowledge that Tennessee imposes a franchise and excise tax on entities doing business in Tennessee (Tenn. Code Ann. § 67-4-2004 et seq.). Each Party shall be solely responsible for its own franchise and excise tax obligations arising from activities conducted in connection with the Permitted Purpose in Tennessee.

(b) To the extent either Party provides the other with financial information or tax-related Confidential Information, such information shall be treated with the heightened confidentiality standards applicable to tax records and financial data.

16.6 Preservation of Secrecy in Litigation.

(a) In any action arising under or relating to this Agreement, the Parties shall cooperate in seeking protective orders and other measures to preserve the confidentiality of Confidential Information during judicial or arbitral proceedings, consistent with the preservation of secrecy requirements under TUTSA (Tenn. Code Ann. § 47-25-1703).

16.7 Tennessee Consumer Protection Act.

(a) The Parties acknowledge that misappropriation or misuse of Confidential Information may, in certain circumstances, give rise to claims under the Tennessee Consumer Protection Act (Tenn. Code Ann. § 47-18-101 et seq.) if such conduct constitutes an unfair or deceptive act or practice. TUTSA preemption does not affect such claims to the extent they are not based upon misappropriation of a trade secret.

17. SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above.

PARTY A

[________________________________]

PARTY B

[________________________________]

SCHEDULE A — DESCRIPTION OF PERMITTED PURPOSE

☐ Evaluation of a potential business transaction, merger, or acquisition
☐ Evaluation of a potential joint venture or strategic partnership
☐ Evaluation of a potential licensing arrangement
☐ Evaluation of a potential vendor/supplier relationship
☐ Collaborative research and development
☐ Technology evaluation and due diligence
☐ Other: [________________________________]

Detailed Description of Permitted Purpose:

[________________________________]
[________________________________]
[________________________________]

SCHEDULE B — SPECIFIC CATEGORIES OF CONFIDENTIAL INFORMATION

The following categories of information are expressly designated as Confidential Information under this Agreement (check all that apply):

☐ Financial records and projections
☐ Customer and client lists and data
☐ Supplier and vendor information
☐ Pricing and cost structures
☐ Marketing plans and strategies
☐ Software, source code, and technical specifications
☐ Manufacturing processes and methods
☐ Research and development data
☐ Business plans and strategic initiatives
☐ Personnel information and organizational data
☐ Legal and regulatory compliance information
☐ Other: [________________________________]

SCHEDULE C — ADDITIONAL TERMS AND CONDITIONS

☐ Not applicable — No additional terms.

☐ Additional terms attached and incorporated herein:

[________________________________]
[________________________________]
[________________________________]

This Agreement consists of [____] pages, including Schedules A through C.

NOTICE: This template is provided for informational purposes only and does not constitute legal advice. Legal requirements vary by jurisdiction and circumstances. This document should be reviewed and customized by a qualified Tennessee attorney before use. The use of this template does not create an attorney-client relationship. Laws referenced herein are current as of the last updated date and may have been subsequently amended.

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