Tennessee
Tennessee Trade Secret Laws: UTSA, Remedies & Deadlines
Independently fact-checked against primary sources (last audited August 17, 2026). · Reviewed by the RecordingLaw editorial team. · Law checked current as of August 17, 2026. · 2 primary sources cited on this page. How we verify our legal content
Tennessee enacted the Tennessee Uniform Trade Secrets Act (TUTSA) in 2000, codified at Tenn. Code §§ 47-25-1701 to 47-25-1709. The statute provides a single civil cause of action for trade secret misappropriation and sets a three-year limitations period measured from the date the misappropriation is discovered or, with reasonable diligence, should have been discovered (§ 47-25-1707).
This guide is part of our Trade Secret Laws by State series.
Information last verified on 2026-06-25. This article presents general legal information, not legal advice. For guidance specific to your situation, consult an attorney licensed in Tennessee and review the full Tennessee trade secret statute at Trade Secret Laws by State.
Does Tennessee have a trade secret law?
Tennessee enacted TUTSA in 2000 to replace a patchwork of common-law tort remedies. The statute is codified at Tenn. Code §§ 47-25-1701 to 47-25-1709 and can be accessed through the Tennessee Code link on the General Assembly’s legislation page, which leads to LexisNexis. Tennessee's law follows the UTSA framework developed by the Uniform Law Commission, so its definitions and standards are broadly consistent with those applied by the majority of other UTSA-adopting states. TUTSA provides a preemptive civil remedy, displacing conflicting common-law claims relating to misappropriation (§ 47-25-1708). The federal Defend Trade Secrets Act of 2016 (18 U.S.C. §§ 1836-1839) does not preempt TUTSA (18 U.S.C. § 1838), so both laws operate in parallel.
What counts as a trade secret and misappropriation in Tennessee?
Under Tenn. Code § 47-25-1702(4), a trade secret is information without regard to form, including, but not limited to, technical, nontechnical or financial data, a formula, pattern, compilation, program, device, method, technique, process, or plan that:
- 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
- is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Both elements are required. Information that is publicly available, disclosed in a patent, or easily obtained through ordinary research does not qualify, even if it is commercially valuable. Misappropriation under § 47-25-1702(2) includes acquisition of another’s trade secret knowing or having reason to know it was acquired by improper means, or disclosure or use of a trade secret without express or implied consent by a person who used improper means to acquire it or who, at the time of disclosure or use, knew or had reason to know the secret was acquired improperly or under a duty to maintain its secrecy.
Section 47-25-1702 does not expressly address reverse engineering or independent development; its improper-means definition includes theft, deception, confidentiality or use-duty breaches, and espionage. A competitor who independently creates the same formula or process without using improper means has not misappropriated a trade secret.
Remedies and the limitations period in Tennessee
Tennessee courts may grant injunctive relief to prevent actual or threatened misappropriation (§ 47-25-1703). In exceptional circumstances, a court may condition continued use of a trade secret on payment of a reasonable royalty rather than issuing an outright injunction.
Tennessee remedies include injunctions, actual loss plus nonduplicative unjust enrichment or a reasonable royalty in lieu of other damages measures, and additional exemplary damages up to twice the § 47-25-1704(a) award for willful and malicious misappropriation, allowing a total up to three times that award. The court may award reasonable attorney fees to the prevailing party for a bad-faith misappropriation claim, a motion to terminate an injunction made or resisted in bad faith, or willful and malicious misappropriation (§ 47-25-1705). Under § 47-25-1704(a), a defendant’s material and prejudicial change of position before knowledge or reason to know of misappropriation can make monetary recovery inequitable.
The civil limitations period is three years from the date the claimant discovers the misappropriation or, with the exercise of reasonable diligence, should have discovered it (§ 47-25-1707). Tennessee does not deviate from the standard UTSA three-year period. A single continuing act of misappropriation starts the clock once, not anew each day.
How the federal DTSA applies in Tennessee
The Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839, provides a separate federal civil cause of action when the trade secret is related to a product or service used in, or intended for use in, interstate or foreign commerce. Because the DTSA does not preempt state law (§ 1838), Tennessee businesses can plead both a DTSA claim in federal court and a TUTSA claim simultaneously. The DTSA's three-year limitations period (§ 1836(d)) mirrors the TUTSA period, but the DTSA adds ex parte seizure orders (§ 1836(b)(2)), which TUTSA does not provide.
Key DTSA compliance point: any confidentiality agreement, employment agreement, or similar contract signed or updated after May 11, 2016, must include a notice that an employee may not be held criminally or civilly liable for disclosing a trade secret to the government or an attorney in reporting a suspected violation of law (18 U.S.C. § 1833(b)(3)). Omitting the notice does not void the agreement but eliminates the employer's right to seek exemplary damages and attorney fees under the DTSA in any later lawsuit. Tennessee also criminalizes stealing or embezzling an article representing a trade secret, or making an unauthorized copy, with the intent specified in Tenn. Code § 39-14-138; punishment follows § 39-14-105. Federal prosecution may also be available under the Economic Espionage Act, 18 U.S.C. §§ 1831-1832.
This article presents general legal information as of 2026-06-25 and is not legal advice. Trade secret law is fact-intensive and outcomes depend on the specific circumstances of each case. Consult an attorney licensed in Tennessee before taking action to protect trade secrets or respond to a misappropriation claim.
Related articles
- Trade Secret Laws by State
- South Carolina Trade Secret Laws: UTSA, Remedies & Deadlines
- Texas Trade Secret Laws: UTSA, Remedies & Deadlines
- Is AI-generated code copyright infringement?
Last updated: 2026-06-25.
Frequently Asked Questions
What qualifies as a trade secret under Tennessee law?
Under Tenn. Code § 47-25-1702(4), information qualifies as a trade secret if it derives independent economic value from not being generally known or readily ascertainable and is subject to reasonable efforts to maintain its secrecy. Common examples include formulas, business methods, customer lists, software source code, and manufacturing processes, provided the owner has taken concrete steps such as confidentiality agreements, access controls, and confidential-marking policies to protect the information consistently.
How long does a business have to sue for trade secret misappropriation in Tennessee?
Tennessee sets a three-year civil limitations period, measured from the date the claimant discovers the misappropriation or, with reasonable diligence, should have discovered it (Tenn. Code § 47-25-1707). The discovery rule means the clock does not necessarily start on the date the misappropriation occurred. However, a court may start the limitations period from the date reasonable investigation would have uncovered the claim, so prompt inquiry after suspecting misappropriation is important.
What remedies are available in a Tennessee trade secret case?
Tennessee remedies include injunctions, actual loss plus nonduplicative unjust enrichment or a reasonable royalty in lieu of other damages measures, and additional exemplary damages up to twice the § 47-25-1704(a) award for willful and malicious misappropriation, allowing a total up to three times that award. The court may award reasonable attorney fees to the prevailing party for a bad-faith misappropriation claim, a motion to terminate an injunction made or resisted in bad faith, or willful and malicious misappropriation (§ 47-25-1705).
Do NDAs and reasonable measures affect trade secret protection in Tennessee?
Yes. One of the two statutory requirements for trade secret status is that the owner maintain efforts that are reasonable under the circumstances to protect secrecy (Tenn. Code § 47-25-1702(4)). Non-disclosure agreements are a primary protective measure, but courts also consider physical security, employee training, access restrictions, and confidentiality markings. Failing to take any protective steps can cause a court to find that information does not qualify as a trade secret regardless of its commercial value.
Can I bring both a Tennessee TUTSA claim and a federal DTSA claim?
Yes. The DTSA does not preempt state trade secret law (18 U.S.C. § 1838), so a plaintiff may pursue both claims. A DTSA claim requires the trade secret to relate to interstate or foreign commerce and must be filed within three years of discovery (§ 1836(d)). The DTSA also provides ex parte seizure relief, which TUTSA does not, and requires a whistleblower-immunity notice in post-May 11, 2016 confidentiality agreements to preserve the right to seek exemplary damages and attorney fees under federal law.
Updates
Corrected Tennessee definitions, sources, remedies and state criminal coverage.
Independently fact-checked against the cited primary sources; governing law re-checked for recent changes
Governing law re-checked for recent changes
Governing law re-checked for recent changes
Reviewed and approved by an editor
The Law Behind This Article
This article rests on the statutory provisions below, held in our own legal record and retrieved from the official source. Tap a section to read the operative text.
Tennessee Code Annotated
§ 47-25-1703Injunctive relief.In force
(a) Actual or threatened misappropriation may be enjoined. Upon application to the court an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in appropriate circumstances for reasons including,…
Official text (excerpt) · last checked 2021-05-21 · Read the full text in our law library
United States Code Title 18
§ 1836Civil proceedingsIn forcecited in 52 of our articles
The Attorney General may, in a civil action, obtain appropriate injunctive relief against any violation of this chapter. An owner of a trade secret that is misappropriated may bring a civil action under this subsection if the trade secret is related to a product or service used in, or intended for use in, interstate or foreign commerce. Based on an affidavit or verified complaint satisfying the requirements of this paragraph, the court may, upon ex parte application but only in extraordinary circumstances, issue an order providing for the seizure of property necessary to prevent the propagation or dissemination of the trade secret that is the subject of the action.
Official text (excerpt) · last checked 2026-09-08 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 1,770 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):First Western Capital Management Co. v. Malamed (2017) held Section 1836(b)(3)(A) authorizes but does not mandate an injunction, so irreparable harm cannot be presumed. Syntel v. TriZetto (2023) vacated an avoided-costs award, holding unjust enrichment was unavailable where actual loss already captured the gain.
Opinions citing this section in our collection:
- Oakwood Laboratories LLC v. Bagavathikanun Thanoo (Court of Appeals for the Third Circuit 2021, 999 F.3d 892)✓A drug developer alleged a departing scientist took its microsphere manufacturing processes to a competitor; the Third Circuit vacated dismissal, holding the Section 1836(b) claim was pled adequately and that lost exclusivity is harm even before a rival product launches.
- First Western Capital Management Co. v. Malamed (Court of Appeals for the Tenth Circuit 2017, 874 F.3d 1136)✓A wealth manager won an injunction stopping a fired executive from soliciting clients without proving irreparable harm; the Tenth Circuit held Section 1836(b)(3)(A) authorizes but does not mandate injunctions, so irreparable harm cannot be presumed, and reversed.
- DTC Energy Grp., Inc. v. Hirschfeld (Court of Appeals for the Tenth Circuit 2018, 912 F.3d 1263)✓An oil and gas staffing firm sought to enjoin a former manager who diverted contracts to a rival; the Tenth Circuit affirmed the denial, holding Section 1836(b)(3)(A) allows no presumption of irreparable harm and finding no proof the defendants still held the trade secrets.
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Alabama Trade Secret Laws: UTSA, Remedies & Deadlines, Arizona Trade Secret Laws: UTSA, Remedies & Deadlines, Arkansas Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1833Exceptions to prohibitionsIn forcecited in 40 of our articles
This chapter does not prohibit or create a private right of action for— any otherwise lawful activity conducted by a governmental entity of the United States, a State, or a political subdivision of a State; or the disclosure of a trade secret in accordance with subsection (b). 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— is made— in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual— files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 43 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):Unum Group v. Loftus (2016) treated 18 USC 1833(b) immunity as an affirmative defense and refused to dismiss trade secret claims because the record could not establish it at that stage of the litigation. 12 Marketing, LLC v. White (2025) applied section 1833(b)(3) to bar DTSA exemplary damages and fees where the employer gave no notice.
Opinions citing this section in our collection:
- Motorola Solutions, Inc. v. Hytera Communications Corporation Ltd. (Court of Appeals for the Seventh Circuit 2024, 108 F.4th 458)“…TSA § 2(g), 130 Stat. at 382, to be set out as a note under 18 U.S.C. § 1833 (“[T]he amendments made by this section…”
- Unum Group v. Loftus (District Court, D. Massachusetts 2016, 220 F. Supp. 3d 143)✓An employee who removed boxes of documents from his employer and gave them to his attorney claimed section 1833(b) whistleblower immunity; the court found the record could not establish that defense at the pleading stage and denied dismissal.
- MONEX DEPOSIT CO. v. Gilliam (District Court, C.D. California 2010, 680 F. Supp. 2d 1148)✓A defendant sued for misappropriating a document marked confidential property of Monex claimed immunity under section 1833(2); the court rejected that, saying the statute concerns federal criminal law and has nothing to do with civil liability under California trade secret law.
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Trade Secret Laws by State: UTSA & DTSA (2026), Alaska Trade Secret Laws: UTSA, Remedies & Deadlines, California Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1838Construction with other lawsIn forcecited in 52 of our articles
Except as provided in section 1833(b), this chapter shall not be construed to preempt or displace any other remedies, whether civil or criminal, provided by United States Federal, State, commonwealth, possession, or territory law for the misappropriation of a trade secret, or to affect the otherwise lawful disclosure of information by any Government employee under section 552 of title 5 (commonly known as the Freedom of Information Act).
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 10 court opinions in our collectionLatest citing opinion in our collection: 2026
In the courts (editorial summary, independently checked):Courts cite 18 U.S.C. 1838 to note that the Defend Trade Secrets Act does not displace state trade secret remedies. Syntel Sterling Best Shores Mauritius, Ltd. v. the TriZetto Grp. (2023) said so while drawing on state UTSA cases for DTSA damages; Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc. (2025) cited it for parallel claims.
Opinions citing this section in our collection:
- Syntel Sterling Best Shores Mauritius, Ltd. v. the TriZetto Grp. (Court of Appeals for the Second Circuit 2023, 68 F.4th 792)✓Reviewing a $285 million DTSA award for misappropriated software trade secrets, the Second Circuit cited section 1838 for the point that the DTSA does not preempt state trade secret remedies, and so read the federal damages provision alongside state UTSA cases.
- Authority to Obtain and Share Statewide Voter Roll Data (Department of Justice Office of Legal Counsel 2026)“…luded a saving provision for state privacy laws, see, e.g., 18 U.S.C. § 1838; 42 U.S.C. § 300jj-19(c)(4), “Congress…”
- Quintara Biosciences, Inc. v. Ruifeng Biztech, Inc. (Court of Appeals for the Ninth Circuit 2025)“…tate and federal trade- secret-misappropriation claims. See 18 U.S.C. § 1838 (providing that DTSA “shall not be cons…”
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Colorado Trade Secret Laws: UTSA, Remedies & Deadlines, Connecticut Trade Secret Laws: UTSA, Remedies & Deadlines, Delaware Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1832Theft of trade secretsIn forcecited in 28 of our articles
Whoever, with intent to convert a trade secret, that is related to a product or service used in or intended for use in interstate or foreign commerce, to the economic benefit of anyone other than the owner thereof, and intending or knowing that the offense will, injure any owner of that trade secret, knowingly— steals, or without authorization appropriates, takes, carries away, or conceals, or by fraud, artifice, or deception obtains such information; without authorization copies, duplicates, sketches, draws, photographs, downloads, uploads, alters, destroys, photocopies, replicates, transmits, delivers, sends, mails, communicates, or conveys such information; receives, buys, or possesses such information, knowing the same to have been stolen or appropriated, obtained, or converted without authorization; attempts to commit any offense described in paragraphs (1) through (3); or conspires with one or more other persons to commit any offense described in paragraphs (1) through (3), and one or more of such persons do any act to effect the object of the conspiracy, shall, except as provided in subsection (b), be fined under this title or imprisoned not more than 10 years, or both.
Official text (excerpt) · last checked 2026-07-28 · Read the full text in our law library · Verify at uscode.house.gov
Cited in 260 court opinions in our collectionLatest citing opinion in our collection: 2026
Opinions citing this section in our collection:
- United States v. Nosal (Court of Appeals for the Ninth Circuit 2012, 676 F.3d 854)“…Congress did just that in the federal trade secrets statute—18 U.S.C. § 1832—where it used the common law terms for…”
- United States v. Kai-Lo Hsu, A/K/A James Hsu. United States of America v. Chester S. Ho. United States of America (Court of Appeals for the Third Circuit 1998, 155 F.3d 189)“…and a conspiracy to steal trade secrets, in violation of 18 U.S.C. §§ 1832 (a)(4) and (a)(5). B. The…”
- United States v. Martin (Court of Appeals for the First Circuit 2000, 228 F.3d 1)“…16- Espionage Act of 1996, specifically 18 U.S.C. § 1832(a)(5).6 In order to find a defendant g…”
Identified automatically from the court opinions citing this section — not a ranking of which case controls.
Also relied on in: Georgia Trade Secret Laws: UTSA, Remedies & Deadlines, Florida Trade Secret Laws: UTSA, Remedies & Deadlines, Idaho Trade Secret Laws: UTSA, Remedies & Deadlines
Search our full record of US law — 2.1 million sections, every state + federal →
Sources and References
- Tennessee Uniform Trade Secrets Act, Tenn. Code §§ 47-25-1701 to 47-25-1709(codes.tn.gov).gov
- Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839(law.cornell.edu)
- Uniform Trade Secrets Act (Uniform Law Commission)(uniformlaws.org)
- Economic Espionage Act, 18 U.S.C. §§ 1831-1832(law.cornell.edu)
- Tennessee General Assembly, official gateway to Tennessee Code(www.capitol.tn.gov).gov