# Non-Compete Agreement Review Checklist — Tennessee[^about] A clause-by-clause reviewer checklist for Tennessee employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Hasty reasonableness test and the 2026 statute that voids non-competes below $70,000 and presumes long time restraints unreasonable. ## Parties and cover-term identification {#parties-and-cover-term-identification} Review every item below the way a Tennessee court would: covenants not to compete are disfavored restraints of trade enforced only when they protect a legitimate interest and stay reasonable, and an enacted statute with a delayed July 1, 2026 effective date will void non-competes against employees earning under $70,000 and presume overlong time restraints unreasonable, reaching proceedings occurring and agreements entered into, renewed, or amended on or after that date. For the question-by-question legal analysis behind these items, see the [Tennessee non-compete practice note](/legal/non-compete/tennessee). - [ ] **Parties identified by name** (Recommended) — Confirm the named employer is the entity that actually employs and pays the worker. Tennessee tests a non-compete against the employee's annualized compensation from July 1, 2026, and the consideration analysis runs between the covenant parties — a covenant signed with an affiliate that pays nothing muddies both showings at once. [#identify-parties] - [ ] **Effective date** (Recommended) — The date does regime-selection work in Tennessee: the 2026 act applies to agreements entered into, renewed, or amended on or after July 1, 2026, and to enforcement proceedings occurring on or after that date. An undated covenant leaves unclear which set of rules — common law alone, or common law plus the statutory threshold and time presumptions — governs the document in front of you. [^tn-ch934-effective] [#identify-effective-date] - [ ] **Employee title** (Recommended) — Record the role — in Tennessee it routes the review. Title and duties signal whether the worker carries the special facts that support a covenant at all, whether the licensure-based health-care rules apply, and whether emergency medicine takes the covenant off the table entirely. Compensation, checked separately, decides the statutory threshold. [#identify-employee-title] - [ ] **Governing law state named** (Recommended) — Check that the governing state is stated. If the clause names another state's law for a Tennessee worker, do not treat it as settled: a Tennessee court honors that intent only when certain requirements are met, so the selection gets its own scrutiny later in this checklist. [^vantage-choice-requirements] [#identify-governing-law] ## Definitions {#definitions} - [ ] **Confidential information** (Recommended) — Test the definition against Tennessee's threshold rule: the general knowledge, skill, and experience a worker brings to the job or develops on it belong to the worker, and a covenant cannot be used to restrain ordinary competition. A confidential-information definition that quietly sweeps in everything the employee learned converts a protectable-interest clause into an ordinary-competition restraint. [^hasty-ordinary-competition] [#define-confidential-information] - [ ] **Trade secrets** (Recommended) — Keep trade secrets defined separately from ordinary confidential information. Tennessee's trade-secret statute rewards the distinction: a contractual duty to protect a trade secret is not void merely for lacking a time or geographic limit, a privilege the broader confidentiality clause does not enjoy. [^tutsa-secrecy-duty] [#define-trade-secrets] - [ ] **Restricted period** (Recommended) — One defined Restricted Period keeps every duration auditable against the statutory windows. For covenants governed by the 2026 act, the presumptively reasonable employee restraint is two years or less measured from the date the relationship terminates — so the definition should make both the length and the start date unambiguous. [^tn-two-year-window] [#define-restricted-period] - [ ] **Restricted territory** (Recommended) — Geography stays a common-law question even after the 2026 statute: the ultimate test is whether the territorial limits are greater than required to protect the employer's business interest. Tie the territory to where the employee actually worked or served customers — a footprint drawn from corporate ambition rather than the employee's reach is the classic overbreadth finding. [^allright-territory] [#define-restricted-territory] - [ ] **Covered customers** (Recommended) — Bound the class to customers the employee actually served during a stated look-back window. Customer relationships in which the employee is the face of the business are among the special facts that justify a Tennessee covenant in the first place — an entire-book-of-business definition claims relationships the employee never embodied. [^hasty-protectable-facts] [#define-covered-customers] - [ ] **Covered employees** (Recommended) — Keep the no-poach class to colleagues the departing worker actually worked with or supervised during the look-back window. Employee non-solicits are expressly preserved by the 2026 statute, but the preservation protects the form — a workforce-wide hiring ban drafted under a non-solicit heading invites reclassification. [#define-covered-employees] - [ ] **Protected business interests** (Recommended) — This definition carries the Tennessee threshold showing. Before any balancing happens, the employer must point to special facts over and above ordinary competition — trade secrets or confidential information, investment in special training, or face-of-the-business customer relationships. A recital of generic goodwill names no special fact and supports no covenant. [^hasty-protectable-facts][^hasty-ordinary-competition] [#define-protected-interests] - [ ] **Competitive business** (Recommended) — Describe the genuinely competing activity in concrete terms. Tennessee courts can narrow an overbroad covenant, but a definition stretched to anything the employer might someday do reads as deliberate overreach — and deliberate overreach is what costs a covenant the court's willingness to save it. [#define-competitive-business] - [ ] **Small public-stock carve-out** (Recommended) — Where ownership or investment in competitors is restricted, look for a passive-holdings carve-out below a stated threshold. A clause that technically forbids index funds and ordinary public shares restrains far more than any legitimate interest requires, and gratuitous breadth is exactly what the Tennessee balancing test punishes. [#permit-de-minimis-passive-public-investment-carveout] - [ ] **Passive public holdings** (Optional) — A drafting convenience, not a requirement — plenty of agreements inline the carve-out language instead. If the capitalized term appears, confirm its percentage matches the operative carve-out it supports. [#define-passive-public-holdings] - [ ] **What counts as soliciting** (Recommended) — Pin the term to identifiable conduct. The 2026 statute preserves customer and employee non-solicitation agreements as their own category, distinct from the non-competes it regulates — a solicitation definition so broad that it bars serving anyone who calls first drifts out of the preserved category and toward non-compete treatment. [^tn-preserved-covenants] [#define-solicit] - [ ] **Termination of employment** (Recommended) — Verify the trigger covers resignation, dismissal, and expiration of a fixed term the same way. The statutory two-year window is measured from the date the employment or business relationship terminates, so an ambiguous trigger makes the single most important clock on the page contestable. [^tn-two-year-window] [#define-termination-of-employment] ## Timing and execution acknowledgements {#timing-and-execution-acknowledgements} - [ ] **Signing date and what the employee got** (Recommended) — Tennessee accepts continued employment as consideration for a covenant signed after hire — but only when the employment actually continues for an appreciable period, and no case fixes how long is long enough. The acknowledgement should pin down the signing date relative to the start of employment and what consideration moved; for a post-hire covenant, the safer pattern pairs the signature with employment that demonstrably continued or with separate consideration the recital can point to. [^central-continued-employment] [#document-continued-employment-as-consideration] - [ ] **Chance to consult a lawyer** (Recommended) — No Tennessee statute demands it, but the reasonableness balance weighs the consideration supporting the agreement and the hardship on the employee — a documented opportunity to take the covenant to a lawyer is cheap evidence that the process was fair rather than ambush paperwork. [#acknowledge-opportunity-to-consult-counsel] ## Confidentiality and trade-secret treatment {#confidentiality-and-trade-secret-treatment} - [ ] **Trade-secret protection without an end date** (Required) — The trade-secret obligation should last as long as secrecy does — federal law keys the right to continued secrecy, and Tennessee's own act confirms that a contractual secrecy duty needs no time or geographic limit to be enforceable. A fixed expiry on trade-secret protection gives away the one obligation the law lets run indefinitely. [^dtsa-trade-secret-definition][^tutsa-perpetual-secrecy] [#treat-trade-secret-protection-as-perpetual] - [ ] **Confidentiality end date** (Recommended) — Give ordinary confidential information its own finite term. The no-time-limit privilege belongs to trade secrets; a perpetual lid on everything else is the kind of breadth that gets a confidentiality clause examined as a restraint rather than as housekeeping. [#state-confidentiality-duration] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **DTSA whistleblower notice** (Required) — Federal law, fully applicable in Tennessee: omit the immunity notice and the employer forfeits exemplary damages and attorney fees in a later trade-secret suit against the worker. For an employer whose strongest Tennessee remedies often run through trade-secret law rather than a contested covenant, that is an expensive clause to skip. [^dtsa-immunity-notice] [#disclose-dtsa-notice] - [ ] **Wage-discussion carve-out** (Required) — Confidentiality and non-disparagement language has to leave wages, hours, and working conditions discussable. Federal labor law protects that speech regardless of the governing state, and the Board has been striking overbroad clauses in employee agreements. [^nlra-section-7-rights][^mclaren-macomb-protected-activity] [#carve-out-nlra-protected-discussion] - [ ] **Court-ordered disclosure allowed** (Recommended) — Confirm the carve-out for disclosure required by law, court order, or a government investigation, with notice to the employer where lawful. A confidentiality clause cannot outrank a subpoena, and the carve-out keeps the employee from facing breach exposure for complying with one. [#permit-compelled-disclosure] ## Property return and certification {#property-return-and-certification} - [ ] **Property return and sign-off** (Recommended) — Return-or-delete at separation, certified in writing. In a state whose covenants rest on proving special facts like trade secrets and confidential information, the certification is the cleanest contemporaneous evidence if protected material later surfaces at a competitor. [#require-property-return-and-certification] ## Restrictive covenants (each independently includable) {#restrictive-covenants-each-independently-includable} - [ ] **Employee non-solicit** (Optional) — Optional, and on firm Tennessee footing: the 2026 statute expressly preserves an employer's ability to enforce an employee non-solicitation agreement, keeping it outside both the time presumptions and the compensation threshold. Keep it inside the Covered Employees class and the Restricted Period so it stays the modest restraint the preservation assumes. [^tn-nonsolicit-preserved] [#permit-employee-nonsolicit] - [ ] **Customer non-solicit** (Optional) — Also expressly preserved by the statute — and often the better tool than a non-compete, since it maps directly onto the customer-relationship interest Tennessee recognizes. Confirm it stays tied to Covered Customers the employee actually served; a clause reaching the whole market starts to function as the non-compete it claims not to be. [^tn-nonsolicit-preserved] [#permit-customer-nonsolicit] - [ ] **Non-dealing covenant** (Optional) — Non-dealing bars serving covered customers even when they call first — a step beyond solicitation. The 2026 statute's preserved list names confidentiality and non-solicitation agreements, not non-dealing, so treat this clause as one a court may analyze under the disfavored-restraint framework rather than under the carve-out. Its inclusion is a deliberate risk decision, not boilerplate. [^tn-nonsolicit-preserved] [#permit-non-dealing] - [ ] **Non-compete covenant** (Optional) — A Tennessee non-compete is disfavored but not void on its face: it is enforced when reasonable under the particular circumstances. If the clause appears, route the review through the Tennessee gates at the end of this checklist — protectable interest, the $70,000 threshold, the time presumptions, and the health-care rules — before evaluating its terms. Note that the statutory two-year presumption window reaches independent contractors as well as employees, so contractor paper gets the same duration scrutiny. [^hasty-disfavored-enforceable][^tn-contractor-window] [#permit-non-compete] - [ ] **Named-competitor narrowing** (Recommended) — When the employer can name its real competitors, the covenant should bind those instead of leaning on the open-ended Competitive Business definition. Tennessee rewards restraint at the drafting stage: a court weighing whether to save or void a covenant treats deliberate overbreadth as disqualifying, and a named list is hard evidence the drafter took only what the interest required. [^central-oppressive-invalid] [#narrow-non-compete-by-specified-competitors-when-provided] - [ ] **Non-investment covenant** (Optional) — Rare and deliberate. Confirm the passive-holdings carve-out is intact and the clause shares the defined Restricted Period. An investment restraint that effectively stops the worker from earning a living in the industry will be weighed for the same employee hardship as any other restraint on the page. [#permit-non-investment] ## Non-disparagement {#non-disparagement} - [ ] **Non-disparagement** (Recommended) — Standard to include with a stated term, but audit the carve-outs: truthful testimony, statements to government agencies, and protected workplace speech must sit outside the clause. Federal labor law polices overbroad versions in every state, and nothing in Tennessee's covenant statutes shields a non-disparagement clause from that scrutiny. [^mclaren-macomb-nondisparagement] [#require-non-disparagement] ## Physician-specific notices and carve-outs {#physician-specific-notices-and-carve-outs} - [ ] **Physician rights and notices** (Recommended) — The dedicated clause should state Tennessee's health-care rule plainly: a covenant restricting a covered provider's practice is deemed reasonable only if it is in a signed writing, runs two years or less, and stays within the greater of a ten-mile radius or the county of the primary practice site — and the safe harbor does not apply to physicians who specialize in emergency medicine, whose covenants have no statutory authorization at all. The detailed gates at the end of this checklist carry the full analysis. [^tn-provider-safe-harbor][^tn-emergency-medicine-excluded] [#address-physician-specific-rights] ## No conflicting obligations {#no-conflicting-obligations} - [ ] **No conflicting obligations** (Recommended) — The worker's representation that no earlier agreement or order blocks the new role. It protects the employer against interference claims from a prior employer and surfaces an incoming covenant early — when the question is still a hiring decision rather than a lawsuit. [#require-no-conflicting-obligations-representation] ## Notice to future employers and other third parties {#notice-to-future-employers-and-other-third-parties} - [ ] **Notice to future employers** (Optional) — A genuine drafting choice with a new Tennessee hazard attached: from July 1, 2026 the statute bars an employer from enforcing — and even from requiring or requesting — a non-compete against a below-threshold employee. Warning a new employer off a worker based on a covenant the statute voids puts the letter on the wrong side of that line, so any notice clause should be conditioned on a covenant that actually survives the gates. [^tn-request-bar] [#address-notice-to-future-employers] ## Tolling during breach {#tolling-during-breach} - [ ] **Restriction extended during a breach** (Recommended) — The agreement should say whether the clock pauses during a breach — but flag any extension mechanism as an open Tennessee question. No statute or appellate decision squarely blesses tolling, the 2026 act measures its presumption window from the date the relationship terminates and says nothing about pausing it, and a court testing the total effective restraint for reasonableness can modify or refuse an overlong one. Prefer a defined, capped extension over an open-ended tolling clause. [^tn-window-from-termination][^vantage-reasonableness-check] [#address-tolling-during-breach] ## Remedies {#remedies} - [ ] **Injunction availability** (Recommended) — Look for the acknowledgement that breach may cause irreparable harm and that an injunction is appropriate relief — then remember its limits here: a Tennessee court can refuse enforcement of a covenant outright, even one backed by a legitimate protectable interest, when the hardship to the worker and the harm to the public outweigh it. The recital supports the showing; it does not replace it. [^columbus-enforcement-refused] [#require-injunctive-relief-availability] - [ ] **Attorney fees and costs** (Optional) — A commercial choice — the American Rule applies if the agreement is silent. Where the clause appears, check that it is mutual and prevailing-party based; a one-way employer fee clause adds to the hardship side of the very balance a Tennessee court strikes before enforcing the covenant at all. [#address-attorneys-fees-and-costs] ## Severability and reformation {#severability-and-reformation} - [ ] **Court may narrow, but only honest drafts get saved** (Recommended) — A reformation clause has real footing in Tennessee: the courts follow a rule of reasonableness rather than the strict blue-pencil approach, so a judge may modify an overbroad covenant to render it reasonable, and the 2026 statute writes the same authority into the covenants it governs. The limit is just as real — a covenant shown to be deliberately unreasonable and oppressive is voided, not trimmed. Read the severability clause as permission for a court to rescue a good-faith draft, never as cover for an aggressive one. [^central-rule-of-reasonableness][^tn-statutory-modification][^central-deliberately-oppressive] [#permit-reformation-under-the-rule-of-reasonableness] ## Survival {#survival} - [ ] **Survival after the agreement ends** (Recommended) — Per-covenant survival keeps each clock independently checkable — perpetual for trade secrets, finite elsewhere. In Tennessee the discipline matters because different covenants face different statutory treatment after July 1, 2026: the non-compete answers to the threshold and the time presumptions while the preserved covenants do not, and a bundled survival clause hides which clock is which. [#address-survival-per-covenant] ## Assignment and successors {#assignment-and-successors} - [ ] **Assignment and successors** (Recommended) — Confirm employer-side assignability to successors and that the worker cannot assign. The Tennessee wrinkle sits in the dates: an assignment alone moves the covenant, but a renewal or amendment papered alongside a transaction on or after July 1, 2026 pulls the covenant into the new statutory regime, threshold and presumptions included. [#address-assignment-and-successors] ## Governing law, venue, dispute process {#governing-law-venue-dispute-process} - [ ] **Out-of-state law only with a genuine connection** (Recommended) — The clause should state governing law, venue, and process — and if it selects another state's law for a Tennessee worker, test the selection itself. A Tennessee court honors that intent only when certain requirements are met, beginning with good-faith execution, so a clause picking a state with no genuine connection to the parties, or one deployed to escape Tennessee's protections — including the $70,000 bar once effective — should be flagged as unlikely to hold. [^vantage-intent-honored][^vantage-good-faith-execution] [#choose-governing-law-in-good-faith] ## Entire agreement, amendment, waiver, e-signatures {#entire-agreement-amendment-waiver-e-signatures} - [ ] **Entire agreement, amendments, e-signatures** (Recommended) — Boilerplate with a Tennessee trap inside: the 2026 act applies to agreements entered into, renewed, or amended on or after July 1, 2026 — so a routine amendment or renewal after that date quietly re-papers an older covenant into the threshold and presumption regime. Review the amendment mechanics with that conversion in mind before refreshing any form. [^tn-renewal-trigger] [#address-entire-agreement-amendment-waiver-and-e-signatures] ## Tennessee statutory gates (common law + 2026 Tenn. Pub. Acts ch. 934 + § 63-1-148) {#tennessee-statutory-gates} The six items below exist only on this Tennessee page: they implement the protectable-interest and reasonableness threshold every covenant must clear, the 2026 statute's $70,000 bar and time presumptions, the health-care safe harbor with its emergency-medicine exclusion, and the line that keeps preserved covenants from becoming non-competes in disguise. - [ ] **Real protectable interest, reasonable terms** (Required) — Start every covenant here. The employer must show special facts over and above ordinary competition — trade secrets or confidential information, investment in special training, or customer relationships where the employee is the face of the business — because a covenant cannot be used to restrain ordinary competition. Then weigh the terms: whether time and territory exceed what the interest requires, the consideration given, the danger to the employer without the covenant, the hardship on the employee, and the public interest. A covenant that fails the threshold never reaches the balancing. [^tn-gate-special-facts][^tn-gate-allright-factors] [#keep-covenants-within-the-reasonableness-test] - [ ] **No non-compete under $70,000 a year** (Prohibited) — From July 1, 2026, an employer may not require, request, or enforce a non-compete against an employee whose annualized compensation is under $70,000 — the violation begins with asking, not with suing — and a covenant executed in violation is void as a matter of public policy. Run the math with the statutory definition: all wages, salary, commissions, and nondiscretionary bonuses count, and an hourly employee annualizes at the hourly rate times forty times fifty-two. The act reaches agreements entered into, renewed, or amended on or after that date and enforcement proceedings occurring on or after it, so an old covenant offers no shelter in a new lawsuit. [^tn-gate-threshold-bar][^tn-gate-threshold-void][^tn-gate-hourly-formula] [#exclude-non-competes-below-the-seventy-thousand-dollar-threshold] - [ ] **Duration inside the presumption window** (Recommended) — For covenants governed by the 2026 act, match the duration to the relationship: two years or less for a former employee or independent contractor, measured from termination; three years or less for a distributor, dealer, franchisee, lessee, or licensee; the longer of five years or the payout period for the owner or seller of a business. A court must presume a longer restraint unreasonable in time, so anything past the window starts the enforcement case a step behind — while a within-window term is presumed reasonable in time only, with geography and the protectable interest still tested at the first gate above. [^tn-gate-presumption-rule][^tn-gate-two-year][^tn-gate-three-year][^tn-gate-five-year] [#keep-time-restraints-within-the-statutory-presumption-windows] - [ ] **Health-care covenants inside the safe harbor** (Required) — A covenant restricting a covered health-care provider must stay inside the statutory safe harbor: a written agreement signed by the provider, a duration of two years or less, and a territory no larger than the greater of a ten-mile radius from the primary practice site or that site's county. The statute covers providers licensed under the listed chapters of Title 63 — a class running well beyond physicians — and a covenant tied to the purchase or sale of a provider's practice gets a rebuttable presumption that its agreed duration and area are reasonable. Staying inside the harbor settles time and area only; the protectable-interest threshold still applies. [^tn-gate-safe-harbor][^tn-gate-provider-classes][^tn-gate-practice-sale] [#confine-health-care-provider-covenants-to-the-statutory-safe-harbor] - [ ] **No non-compete for emergency medicine** (Prohibited) — Do not accept a non-compete against a physician who specializes in emergency medicine. The safe-harbor statute excludes them by its own terms, and the controlling default fills the gap: except where specifically prescribed by statute, physician covenants not to compete are unenforceable and void. No duration, radius, or pay level rehabilitates the clause — strike it and rely on the confidentiality and non-solicit covenants instead. [^tn-gate-emergency-exclusion][^tn-gate-udom-void] [#exclude-non-competes-for-emergency-medicine-physicians] - [ ] **Non-solicits and NDAs stay true to their label** (Avoid) — The 2026 statute preserves confidentiality and nondisclosure agreements, customer non-solicits, and employee non-solicits from its non-compete rules — but the preservation follows substance, not headings. A clause labeled a non-solicit or NDA that effectively bars the worker from competing at all invites the same reasonableness scrutiny as an express non-compete and, against a below-threshold employee, the same voidness exposure under the $70,000 bar. Check that each preserved covenant stays tied to genuine confidential information, customers actually served, or colleagues actually worked with. [^tn-gate-carveouts][^tn-gate-threshold-bar] [#keep-preserved-covenants-from-operating-as-non-competes] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-12. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for Tennessee (US) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^tn-ch934-effective]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "This act takes effect July 1, 2026, the public welfare requiring it, and applies to proceedings occurring and agreements entering into, renewed, or amended, on or after that date." *2026 Tenn. Pub. Acts, ch. 934, § 3.* [^vantage-choice-requirements]: **Vantage Technology, LLC v. Cross** — "If the parties manifest an intent to instead apply the laws of another jurisdiction, then that intent will be honored provided certain requirements are met." *Vantage Technology, LLC v. Cross, 17 S.W.3d 637, 650 (Tenn. Ct. App. 1999).* [^hasty-ordinary-competition]: **Hasty v. Rent-A-Driver, Inc.** — "An employer, however, cannot by contract restrain ordinary competition." *Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471, 473 (Tenn. 1984).* [^tutsa-secrecy-duty]: **Tenn. Code Ann. § 47-25-1708** — "a contractual duty to maintain secrecy or limit use of a trade secret shall not be deemed to be void or unenforceable solely for lack of durational or geographical limitation on the duty" *Tenn. Code Ann. § 47-25-1708(b)(1).* [^tn-two-year-window]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint sought to be enforced against a former employee or independent contractor that: (A) Is two (2) years or less in duration, measured from the date the employment or business relationship terminates; and" *Tenn. Code Ann. § 50-1-210(b)(1) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^allright-territory]: **Allright Auto Parks, Inc. v. Berry** — "Based upon the foregoing, the ultimate question presented in the case sub judice appears to be whether or not the time and territorial limits of the noncompetition agreement are greater than is required to protect the business interest of the complainant." *Allright Auto Parks, Inc. v. Berry, 409 S.W.2d 361, 363 (Tenn. 1966).* [^hasty-protectable-facts]: **Hasty v. Rent-A-Driver, Inc.** — "In order for an employer to be entitled to protection, there must be special facts present over and above ordinary competition." *Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471, 473 (Tenn. 1984).* [^tn-preserved-covenants]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "This section does not prohibit an employer from enforcing: (1) A confidentiality or nondisclosure agreement; (2) A client or customer nonsolicitation agreement; or (3) An employee nonsolicitation agreement." *Tenn. Code Ann. § 50-1-210(c) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^central-continued-employment]: **Central Adjustment Bureau, Inc. v. Ingram** — "We find that because of the length of employment of each defendant, the covenant is binding against them." *Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28, 35 (Tenn. 1984).* [^dtsa-trade-secret-definition]: **Defend Trade Secrets Act — definition of a trade secret, 18 U.S.C. § 1839** — "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information" *18 U.S.C. § 1839(3)(B) (2018).* [^tutsa-perpetual-secrecy]: **Tenn. Code Ann. § 47-25-1708** — "a contractual duty to maintain secrecy or limit use of a trade secret shall not be deemed to be void or unenforceable solely for lack of durational or geographical limitation on the duty" *Tenn. Code Ann. § 47-25-1708(b)(1).* [^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A) (2018).* [^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection" *29 U.S.C. § 157 (NLRA § 7).* [^mclaren-macomb-protected-activity]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).* [^tn-nonsolicit-preserved]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "This section does not prohibit an employer from enforcing: (1) A confidentiality or nondisclosure agreement; (2) A client or customer nonsolicitation agreement; or (3) An employee nonsolicitation agreement." *Tenn. Code Ann. § 50-1-210(c) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^hasty-disfavored-enforceable]: **Hasty v. Rent-A-Driver, Inc.** — "They are not, however, invalid per se and may be enforced, provided, they are reasonable under the particular circumstances." *Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471, 472 (Tenn. 1984).* [^tn-contractor-window]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint sought to be enforced against a former employee or independent contractor that: (A) Is two (2) years or less in duration, measured from the date the employment or business relationship terminates; and" *Tenn. Code Ann. § 50-1-210(b)(1) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^central-oppressive-invalid]: **Central Adjustment Bureau, Inc. v. Ingram** — "If there is credible evidence to sustain a finding that a contract is deliberately unreasonable and oppressive, then the covenant is invalid." *Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28, 33 (Tenn. 1984).* [^mclaren-macomb-nondisparagement]: **NLRB news release on McLaren Macomb, 372 NLRB No. 58 (2023)** — "simply offering employees a severance agreement that requires them to broadly give up their rights under Section 7 of the Act violates Section 8(a)(1) of the Act." *McLaren Macomb, 372 NLRB No. 58 (2023); NLRB Office of Public Affairs (Feb. 21, 2023).* [^tn-provider-safe-harbor]: **Tenn. Code Ann. § 63-1-148** — "A restriction on the right of an employed or contracted healthcare provider to practice the healthcare provider's profession upon termination or conclusion of the employment or contractual relationship shall be deemed reasonable if: (1) The restriction is set forth in an employment agreement or other written document signed by the healthcare provider and the employing or contracting entity; and (2) The duration of the restriction is two (2) years or less and either: (A) The maximum allowable geographic restriction is the greater of: (i) A ten-mile radius from the primary practice site of the healthcare provider while employed or contracted; or (ii) The county in which the primary practice of the healthcare provider while employed or contracted is located;" *Tenn. Code Ann. § 63-1-148(a).* [^tn-emergency-medicine-excluded]: **Tenn. Code Ann. § 63-1-148** — "This section shall not apply to physicians who specialize in the practice of emergency medicine." *Tenn. Code Ann. § 63-1-148(d).* [^tn-request-bar]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "Notwithstanding a law to the contrary, an employer shall not require, request, or enforce a noncompete agreement against an employee whose annualized compensation is less than seventy thousand dollars ($70,000)." *Tenn. Code Ann. § 50-1-211(a) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-window-from-termination]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint sought to be enforced against a former employee or independent contractor that: (A) Is two (2) years or less in duration, measured from the date the employment or business relationship terminates; and" *Tenn. Code Ann. § 50-1-210(b)(1) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^vantage-reasonableness-check]: **Vantage Technology, LLC v. Cross** — "Hence, a court may modify an unreasonable covenant so as to render it reasonable." *Vantage Technology, LLC v. Cross, 17 S.W.3d 637, 647 (Tenn. Ct. App. 1999).* [^columbus-enforcement-refused]: **Columbus Medical Services, LLC v. Thomas** — "We reverse, concluding that, while the plaintiff agency had a legitimate protectable business interest, the non-compete covenants are not enforceable in light of the hardship to the defendant therapists and the adverse impact on the public interest." *Columbus Medical Services, LLC v. Thomas, 308 S.W.3d 368, 374 (Tenn. Ct. App. 2009).* [^central-rule-of-reasonableness]: **Central Adjustment Bureau, Inc. v. Ingram** — "The most recent trend, therefore, has been to abandon the ‘blue pencil’ rule in favor of a rule of reasonableness." *Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28, 33 (Tenn. 1984).* [^tn-statutory-modification]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court may modify a restrictive covenant governed by this section to render it reasonable and enforceable." *Tenn. Code Ann. § 50-1-210(d) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^central-deliberately-oppressive]: **Central Adjustment Bureau, Inc. v. Ingram** — "If there is credible evidence to sustain a finding that a contract is deliberately unreasonable and oppressive, then the covenant is invalid." *Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28, 33 (Tenn. 1984).* [^vantage-intent-honored]: **Vantage Technology, LLC v. Cross** — "If the parties manifest an intent to instead apply the laws of another jurisdiction, then that intent will be honored provided certain requirements are met." *Vantage Technology, LLC v. Cross, 17 S.W.3d 637, 650 (Tenn. Ct. App. 1999).* [^vantage-good-faith-execution]: **Vantage Technology, LLC v. Cross** — "The choice of law provision must be executed in good faith." *Vantage Technology, LLC v. Cross, 17 S.W.3d 637, 650 (Tenn. Ct. App. 1999).* [^tn-renewal-trigger]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "This act takes effect July 1, 2026, the public welfare requiring it, and applies to proceedings occurring and agreements entering into, renewed, or amended, on or after that date." *2026 Tenn. Pub. Acts, ch. 934, § 3.* [^tn-gate-special-facts]: **Hasty v. Rent-A-Driver, Inc.** — "In order for an employer to be entitled to protection, there must be special facts present over and above ordinary competition." *Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471, 473 (Tenn. 1984).* [^tn-gate-allright-factors]: **Allright Auto Parks, Inc. v. Berry** — "Among these are: the consideration supporting the agreements; the threatened danger to the employer in the absence of such an agreement; the economic hardship imposed on the employee by such a covenant; and whether or not such a covenant should be inimical to public interest." *Allright Auto Parks, Inc. v. Berry, 409 S.W.2d 361, 363 (Tenn. 1966).* [^tn-gate-threshold-bar]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "Notwithstanding a law to the contrary, an employer shall not require, request, or enforce a noncompete agreement against an employee whose annualized compensation is less than seventy thousand dollars ($70,000)." *Tenn. Code Ann. § 50-1-211(a) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-threshold-void]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A noncompete agreement executed in violation of this section is void and unenforceable as a matter of public policy." *Tenn. Code Ann. § 50-1-211(c) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-hourly-formula]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "Annualized compensation for an hourly employee must be calculated by multiplying the employee's hourly rate by forty (40) and multiplying the product by fifty-two (52)." *Tenn. Code Ann. § 50-1-211(b)(2) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-presumption-rule]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "In determining the reasonableness in time of a restrictive covenant sought to be enforced after the termination of an employment or business relationship, a court shall apply the rebuttable presumptions established in this section. A court shall presume that a time restraint greater than the applicable restraint described in subdivision (b)(1), (b)(2), or (b)(3) is unreasonable." *Tenn. Code Ann. § 50-1-210(a) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-two-year]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint sought to be enforced against a former employee or independent contractor that: (A) Is two (2) years or less in duration, measured from the date the employment or business relationship terminates; and" *Tenn. Code Ann. § 50-1-210(b)(1) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-three-year]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint three (3) years or less in duration, measured from the date of termination of the business relationship in the case of a restrictive covenant sought to be enforced against a current or former distributor, dealer, franchisee, lessee of real or personal property, or licensee of a trademark, trade dress, or service mark, and not associated with the sale of all or a material part of:" *Tenn. Code Ann. § 50-1-210(b)(2) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-five-year]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "A court shall presume to be reasonable in time a restraint that is the longer of five (5) years or less, or a period equal to the time during which payments are made to the owner or seller, in the case of a restrictive covenant sought to be enforced against the owner or seller of all or a material part of:" *Tenn. Code Ann. § 50-1-210(b)(3) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).* [^tn-gate-safe-harbor]: **Tenn. Code Ann. § 63-1-148** — "A restriction on the right of an employed or contracted healthcare provider to practice the healthcare provider's profession upon termination or conclusion of the employment or contractual relationship shall be deemed reasonable if: (1) The restriction is set forth in an employment agreement or other written document signed by the healthcare provider and the employing or contracting entity; and (2) The duration of the restriction is two (2) years or less and either: (A) The maximum allowable geographic restriction is the greater of: (i) A ten-mile radius from the primary practice site of the healthcare provider while employed or contracted; or (ii) The county in which the primary practice of the healthcare provider while employed or contracted is located;" *Tenn. Code Ann. § 63-1-148(a).* [^tn-gate-provider-classes]: **Tenn. Code Ann. § 63-1-148** — "This section shall apply to healthcare providers licensed under chapters 3, 4, 5, 6, 8, 9 and 11 of this title." *Tenn. Code Ann. § 63-1-148(c).* [^tn-gate-practice-sale]: **Tenn. Code Ann. § 63-1-148** — "There shall be a rebuttable presumption that the duration and area of restriction agreed upon by the parties in such an agreement are reasonable." *Tenn. Code Ann. § 63-1-148(b).* [^tn-gate-emergency-exclusion]: **Tenn. Code Ann. § 63-1-148** — "This section shall not apply to physicians who specialize in the practice of emergency medicine." *Tenn. Code Ann. § 63-1-148(d).* [^tn-gate-udom-void]: **Murfreesboro Medical Clinic, P.A. v. Udom** — "We hold that except for those specifically prescribed by statute, physicians' covenants not to compete are unenforceable and void." *Murfreesboro Medical Clinic, P.A. v. Udom, 166 S.W.3d 674, 684 (Tenn. 2005).* [^tn-gate-carveouts]: **2026 Tenn. Pub. Acts, ch. 934 (HB 1034)** — "This section does not prohibit an employer from enforcing: (1) A confidentiality or nondisclosure agreement; (2) A client or customer nonsolicitation agreement; or (3) An employee nonsolicitation agreement." *Tenn. Code Ann. § 50-1-210(c) (2026 Tenn. Pub. Acts, ch. 934) (eff. July 1, 2026).*