Contracts

Tennessee enforces non-competition agreements, but only where they protect a legitimate business interest and are reasonable in duration, geographic scope, and the activity restricted. Courts here are skeptical of agreements that simply prevent ordinary competition. Overbroad drafting is genuinely counterproductive: an agreement written too aggressively can be narrowed or refused enforcement, leaving you with less protection than a tighter one would have given.

You can, and it is better than a handshake, but understand the tradeoff. Templates are drafted to be broadly acceptable, which means they resolve the hard questions in whichever direction is most generic — often against the party using them. They also frequently carry the governing law and dispute-resolution terms of another state. For low-value, repeatable transactions the risk may be acceptable. For anything material, the review is far cheaper than the dispute.

It caps what you can be made to pay if something goes wrong, commonly at the fees paid under the agreement, and typically excludes consequential damages such as the other side’s lost profits. It is often the single most financially significant clause in a commercial contract, and it is regularly the one signed without discussion. Whether the cap is mutual, and what is carved out of it, is usually worth more than the price negotiation.

Generally yes, when you have the leverage to ask. Governing law and venue determine whose rules apply and where you would have to appear to enforce the agreement. A favorable contract that requires you to litigate in another state loses much of its practical value, because the cost of enforcement can exceed the amount in dispute.

By default, often the contractor rather than you. This surprises business owners regularly. Copyright in work created by a non-employee generally stays with the creator unless there is a written assignment, and the narrow "work made for hire" categories do not cover most commercial work. If you are paying for software, designs, or content, the agreement needs an express present assignment of the intellectual property.

For a defined document we quote a flat fee before starting, and it scales with length and stakes rather than with how long the reading takes. A short vendor agreement is a modest fixed cost. A master service agreement with a schedule of work, data terms, and an indemnity structure is more. Where the engagement is an open-ended negotiation, we bill hourly and give you a range up front.

An NDA restricts the use and disclosure of confidential information. A non-compete restricts someone from working in a competing capacity at all. They protect different things, are analyzed differently by courts, and an NDA is considerably easier to enforce because it asks for less. Companies frequently reach for a non-compete when what they actually need is a well-drafted confidentiality and non-solicitation provision.

That depends almost entirely on what the contract says, which is why the drafting mattered. The usual sequence is a written notice of breach, an opportunity to cure if the agreement requires one, and then termination or a claim for damages. Two things to check before acting: whether you have a right to suspend performance in the meantime, and whether the notice provision specifies a delivery method — notice given the wrong way can be ineffective.