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Oklahoma Non-Disclosure Agreement Requirements

Under 15 Okla.

Introduction

Under 15 Okla. Stat. Section 219A, the only restraint an employer can lawfully enforce against a departing employee is a bar on directly soliciting the former employer's established customers; any contract provision reaching further, including an NDA confidentiality clause broad enough to function as a non-compete, is void and unenforceable. That narrow allowance is what places Oklahoma among the most restrictive states in the country on employee non-compete agreements, grouped with California and North Dakota as the states least tolerant of them. A Non-Disclosure Agreement in Oklahoma is otherwise an ordinary confidentiality contract, mutual or one-way, used to protect trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Oklahoma Uniform Trade Secrets Act (78 Okla. Stat. Sections 85 through 94), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. Oklahoma has no invention-assignment carve-out statute comparable to California's; an NDA or employment agreement here that asks someone to assign inventions to the employer is governed by ordinary contract law and common-law doctrines like shop right, not a specific statutory exemption. The practical drafting takeaway is similar to what a 2024 statutory change created in California: keep a confidentiality definition narrow enough to protect genuine trade secrets and sensitive information without functioning as a disguised restraint on someone's ability to work afterward.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Oklahoma Uniform Trade Secrets Act (78 Okla. Stat. Sections 85 through 94), separate from whatever the NDA itself says.

  2. 2

    That limitation runs through the scope of what an NDA's confidentiality clause can restrict, not the existence of the NDA itself. An NDA that protects genuine trade secrets and sensitive information, without stopping a former employee from working in their field afterward, is not the kind of contract Section 219A voids.

  3. 3

    Under 15 Okla. Stat. Section 219A, Oklahoma voids nearly all employee non-compete agreements: a former employee must be allowed to work in the same or a similar business as the former employer, and the only restriction an employer can enforce is a bar on directly soliciting that employer's established customers.

  4. 4

    A trade secret misappropriation claim in Oklahoma generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation counts as a single claim rather than restarting the clock (78 Okla. Stat. Section 91).

  5. 5

    Oklahoma has no invention-assignment carve-out statute comparable to California's. If an Oklahoma NDA or employment agreement asks someone to assign inventions to the employer, ordinary contract law and common-law doctrine, not a specific statute, govern how far that assignment can reach.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Oklahoma; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    An Oklahoma court can enjoin an actual or threatened trade secret misappropriation and award damages for actual loss and unjust enrichment, plus exemplary damages of up to twice that amount and attorney's fees if the misappropriation was willful and malicious (78 Okla. Stat. Sections 87 through 89).

Key decisions before you file

Before you file a Non-Disclosure Agreement in Oklahoma, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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OKLAHOMA NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Oklahoma and [Party B Name] of [City], Oklahoma (each a "Party") enter into this Non-Disclosure Agreement as follows.

  1. Purpose. [Describe business purpose, e.g. a proposed business relationship the Parties are evaluating] is why the Parties are entering this Agreement, and carrying it forward may call for one or both to share Confidential Information with the other.

  2. Definition of Confidential Information. This Agreement treats as "Confidential Information" any trade secret meeting the definition in the Oklahoma Uniform Trade Secrets Act (78 Okla. Stat. Section 86), plus other business, technical, or financial material a Party labels confidential when sharing it, or discloses under circumstances that would obviously signal its sensitivity. Excluded is anything the receiving Party already possessed lawfully, works out on its own, receives from a third party with no confidentiality duty attached, or that enters the public domain through no fault of the receiving Party.

  3. Obligations. The receiving Party may use Confidential Information only toward the purpose named in Section 1, must protect it with reasonable care, and needs the disclosing Party's written approval before letting anyone outside the Parties see it, apart from its own staff and advisors who actually require the information and have themselves agreed to confidentiality terms at least as tight as these.

  4. Scope Limitation (Oklahoma-Specific). 15 Okla. Stat. Section 219A puts Oklahoma among the small group of states, alongside California and North Dakota, barring nearly every employee non-compete restriction: a former employee stays free to work for a competitor or start a competing business, and the only restraint an employer may lawfully enforce is a bar on directly soliciting sales from that employer's established customers. A contract term reaching further is void and unenforceable under Section 219A(B), so this Agreement's confidentiality duties protect only the Confidential Information itself, never a person's general skill, training, or experience, and never a person's right to compete once this relationship ends.

  5. Federal Whistleblower Notice. Congress carved a whistleblower exception into federal trade secret law: under 18 U.S.C. Section 1833(b), nobody faces criminal or civil exposure for telling a government official or a lawyer, in confidence, about a suspected legal violation, or for placing a trade secret into a sealed court filing. This clause is included because the statute ties a disclosing Party's fullest remedies to giving that notice.

  6. Term. This Agreement binds the Parties to confidentiality for [X years] from signing, though a trade secret keeps its protection under Oklahoma law for as long as it stays a trade secret, term or no term.

  7. Return or Destruction. When the disclosing Party asks, or the relationship in Section 1 winds down, whichever comes first, the receiving Party has [X days] to return or destroy every copy of the Confidential Information and confirm in writing that none remains.

  8. Remedies. The Oklahoma Uniform Trade Secrets Act lets a court enjoin an actual or threatened misappropriation and, for willful and malicious conduct, award exemplary damages up to twice the compensatory award plus attorney's fees (78 Okla. Stat. Sections 87 through 89). The Act leaves this Agreement's own contract remedies undisturbed alongside those statutory ones (78 Okla. Stat. Section 92), so a breach here can be pursued as a contract claim and, where the information qualifies, a separate trade secret claim.

  9. Governing Law. Because this Agreement does not name a different place of performance, Oklahoma law governs it under the default rule in 15 Okla. Stat. Section 162, which interprets a contract according to the law of the place it is to be performed or, absent that, the place where it was made.

  10. Miscellaneous. Oklahoma treats an electronically signed copy of this Agreement as fully binding, under both the Oklahoma Uniform Electronic Transactions Act (12A Okla. Stat. Section 15-101 et seq.) and the federal ESIGN Act (15 U.S.C. Section 7001). Should a court declare one clause unenforceable, the rest keeps binding the Parties, matching 15 Okla. Stat. Section 105's treatment of a contract combining a lawful object with an unlawful one. Each Party's promise to keep the other's information confidential is itself the consideration Oklahoma contract law requires under 15 Okla. Stat. Section 2.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Oklahoma Requirements for Non-Disclosure Agreement

Definition of Confidential Information (78 Okla. Stat. Section 86, Oklahoma Uniform Trade Secrets Act)

Clearly defines what constitutes confidential information under Oklahoma law, including trade secrets. Section 86 is the Oklahoma Uniform Trade Secrets Act's definitions section, where 'trade secret,' 'misappropriation,' and 'improper means' are defined.

Trade Secret Protection (78 Okla. Stat. Sections 85 through 94, Oklahoma Uniform Trade Secrets Act)

Addresses the specific requirements for trade secret protection under Oklahoma law, including the Act's remedies for misappropriation.

Federal Trade Secret Protection (18 U.S.C. Section 1833(b) and Section 1836 et seq., Defend Trade Secrets Act)

Incorporates federal Defend Trade Secrets Act protections, including the civil cause of action under Section 1836, additional remedies for misappropriation, and the whistleblower immunity notice at Section 1833(b).

Injunctive Relief (12 Okla. Stat. Section 1381 et seq.)

Specifies available injunctive relief for breach, consistent with Oklahoma's civil procedure injunction statutes, which open with Section 1381's definition of an injunction.

Governing Law (15 Okla. Stat. Section 162)

Establishes Oklahoma law as governing the agreement, under 15 Okla. Stat. Section 162, 'What law governs,' Oklahoma's default choice-of-law rule for contracts.

Electronic Signatures (12A Okla. Stat. Section 15-101 et seq., Oklahoma Uniform Electronic Transactions Act, and 15 U.S.C. Section 7001, Electronic Signatures in Global and National Commerce Act)

Acknowledges the validity of electronic signatures under both Oklahoma and federal law.

Severability (15 Okla. Stat. Section 105)

Ensures that if any provision is found unenforceable under Oklahoma law, the remainder of the agreement remains valid. 15 Okla. Stat. Section 105, 'Lawful part valid,' addresses a contract with one lawful and one unlawful object being void as to the unlawful part and valid as to the rest.

Exclusions from Confidential Information (78 Okla. Stat. Section 86, Oklahoma Uniform Trade Secrets Act definitions)

Defines information not considered confidential under the agreement, consistent with the Act's definitions section.

Non-Solicitation Provisions (15 Okla. Stat. Sections 217 and 219A)

Sets reasonable restrictions on solicitation of customers, drafted to comply with Oklahoma's limitations on restraints of trade. Section 217 states the general rule voiding restraints on lawful trade or business; Section 219A, added to the citation here, is the specific and controlling provision that permits an employer to enforce only a narrow bar on directly soliciting established customers and voids anything broader.

Securities Law Compliance (15 U.S.C. Section 78a et seq., Securities Exchange Act, and 71 Okla. Stat. Section 1-101 et seq., Oklahoma Uniform Securities Act of 2004)

Acknowledges that certain disclosures may be subject to federal and state securities laws, particularly relevant for investment-related discussions.

Contractual Capacity (15 Okla. Stat. Section 11)

Confirms that parties have legal capacity to enter into the agreement under Oklahoma contract law.

Consideration (15 Okla. Stat. Section 2)

Explicitly states the consideration for the agreement, consistent with Oklahoma's statute on the essential elements of a contract, which lists sufficient cause or consideration as one of the four required elements.

Entire Agreement Clause (15 Okla. Stat. Section 137)

Establishes that the NDA constitutes the entire understanding between the parties, in accordance with Oklahoma's parol evidence statute.

Modification Requirements (15 Okla. Stat. Section 237)

Specifies that modifications to the agreement must be in writing (or by executed oral agreement), consistent with Oklahoma contract law on altering a written contract.

Remedies and Damages (23 Okla. Stat. Section 21 et seq.)

Outlines available remedies for breach, including the potential for liquidated damages if drafted to satisfy Oklahoma's reasonableness requirements for enforceable damages provisions.

Frequently Asked Questions

A Non-Disclosure Agreement in Oklahoma is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Oklahoma Uniform Trade Secrets Act (78 Okla. Stat. Sections 85 through 94) regardless of what the NDA itself says.

Generally no. Under 15 Okla. Stat. Section 219A, a former employee must be permitted to work in the same or a similar business as the former employer after leaving, and the only restraint an employer can lawfully enforce is a bar on directly soliciting the former employer's established customers. Any contract provision in conflict with this rule is void and unenforceable, which can include an NDA confidentiality clause broad enough to functionally stop someone from working in their field.

15 Okla. Stat. Section 219A, added in 2001, permits a former employee to engage in the same or a similar business as the former employer once employment ends. The statute allows only one narrow restriction: barring direct solicitation of the sale of goods or services from the former employer's established customers. Any broader restraint written into an employment contract or an NDA is void and unenforceable, placing Oklahoma among the small group of states, alongside California and North Dakota, with the broadest statutory limits on employee non-competes.

A trade secret misappropriation claim under the Oklahoma Uniform Trade Secrets Act must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered through reasonable diligence (78 Okla. Stat. Section 91). A continuing misappropriation is treated as a single claim rather than a series of separate claims. A separate breach-of-contract claim over the NDA itself follows Oklahoma's ordinary written-contract limitations period.

Oklahoma has no statute comparable to California's invention-assignment carve-out that automatically excludes an employee's own-time inventions from an assignment clause. Whether an Oklahoma NDA or employment agreement's invention-assignment provision reaches an invention made on the employee's own time depends on the specific contract language and common-law doctrines like shop right, not a statutory exemption, so the drafting itself is what determines the outcome.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Oklahoma; the choice is about which structure matches the actual relationship.

No. An Oklahoma NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Oklahoma Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, and exemplary damages of up to twice that amount plus attorney's fees if the misappropriation was willful and malicious.