Tennessee Code Title 48. Corporations and Associations § 48-240-102

(a) FIDUCIARY DUTY OF MEMBERS OF MEMBER-MANAGED LLC. Except as provided in the articles or operating agreement, every member of a member-managed LLC must account to the LLC for any benefit, and hold as trustee for it any profits derived by the member without the consent of the other members from any transaction connected with the formation, conduct, or liquidation of the LLC or from any use by the member of its property including, but not limited to, confidential or proprietary information of the LLC or other matters entrusted to the member as a result of such person's status as a member.

(b) STANDARD OF CONDUCT. A member of a member-managed LLC shall discharge such member's duties as a member, including all duties as a member of a committee:

(c) RELIANCE. A member of a member-managed LLC is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(d) GOOD FAITH REQUIREMENT. The member is not acting in good faith if the member has knowledge concerning the matter in question that makes reliance otherwise committed by subsection (c) unwarranted.

(e) LIMITATION OF LIABILITY FOR ACTION. A member is not liable for any action taken as a member, or any failure to take any action, if the member performed the duties of the position as a member in compliance with this section.

(f) BURDEN OF PROOF. A person alleging a violation of this section has the burden of proving the violation.

(g) MODIFICATION OF STANDARD OF CONDUCT IN ARTICLES OR OPERATING AGREEMENT. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct in a manner to reflect the understanding of the parties provided such definition is not manifestly unreasonable under the circumstances.