Make a Oklahoma Non-Disclosure Agreement

Oklahoma State Laws

Oklahoma state law governs NDAs and what happens if an NDA is violated. The state law, 21 O.S. § 21-1732 , is modeled on the Uniform Trade Secrets Act. It’s important to make sure that the company’s confidential information meets the legal criteria for a “trade secret” under Oklahoma law.

In addition to the use of an Oklahoma non-disclosure agreement, businesses should also use a carefully drafted Oklahoma non-compete agreement .

Definition of “Trade Secrets”

Oklahoma non-disclosure agreements are written to protect business secrets. Inside of the NDA, business secrets are referred to as “trade secrets.” Oklahoma state law defines “trade secret” as information such as a formula, pattern, compilation of data, program, device, method, technique, customer list, business records, or business processes.

A trade secret must have its own potential or actual monetary value because it’s not common information to the public or another business. The business must take reasonable steps to keep that information secret.

How to Write an Oklahoma Non-Disclosure Agreement

To write an Oklahoma non-disclosure agreement, you should first review Oklahoma's statute related to trade secrets so that you better understand what is and isn't covered. However, do keep in mind that this is not a substitute for obtaining legal advice. A lawyer can help ensure the enforceability of your NDA. You can save your template in Microsoft Word (.docx) for easy editing.

• The first paragraph identifies the parties. The Disclosing Party is the business seeking to protect their trade secrets. The Receiving Party is the third-party with access to the information. Then, the scope of the agreement is explained: to prevent the misappropriation of trade secrets. An effective date is also included.
• A definition of "trade secret" according to Oklahoma Statutes. Oklahoma defines a trade secret as information such as a formula, pattern, compilation of data, program, device, method, technique, customer list, business records, or business processes with actual or potential economic value. The information gets its value from the fact that it is not public information or information that is known to another business. Your business must take reasonable steps to protect the information.
• Exemptions from confidential status. Common times that information may be exempt from confidential status may include when information is released to the public through no fault of the Receiving Party, when the Receiving Party creates or discovers something before providing it to the Disclosing Party, when the Receiving Party learns something in a legitimate manner without the assistance of the Disclosing Party or their agent, or when the Receiving Party shares information after obtaining the written consent of the disclosing party.
• Obligations of the Receiving Party. Common examples include keeping the information in the highest of confidence, ensuring restricted access to the information, and not using the information for their benefit unless they have the written consent of the disclosing party.
• Relationship clause . Some Oklahoma non-disclosure agreements benefit from the use of a relationship clause. This clause states that nothing within the agreement deems that either party is a partner, joint venturer, or employee of the other for any reason.
• Jurisdiction clause. The jurisdiction clause is used to set Oklahoma statutes as the laws to govern the agreement as well as to settle any dispute that may arise between the parties as a result of the NDA.
• Severability clause. A severability clause keeps the remainder of the NDA enforceable if an Oklahoma court finds one provision invalid.
• Integration clause. An integration clause is used to state that the parties agree that the NDA expresses their full understanding of the subject matter and that the agreement overrides all previous proposals, agreements, representations, and understandings. It also states that the NDA may only be amended in writing and that the parties must sign the amendment for it to be valid.
• Waiver clause. A waiver clause states that if either party fails to use any rights presented in the agreement, they do not waive their prior or subsequent rights.

Both the Disclosing and Receiving Parties should sign and print their names. The signatures should be dated. Both parties should receive a copy of the finalized NDA for their records.