A Oklahoma Non-Disclosure Agreement (NDA) is a confidentiality contract tailored to protect trade secrets and proprietary information while complying with Oklahoma’s statutory prohibition on non-compete covenants. It safeguards what you share without crossing the line into unlawful restraints on trade under 15 O.S. § 219A.

What Is an Oklahoma NDA?

Definition: An Oklahoma NDA is a contract that requires a receiving party to keep specified information confidential and restricts use other than as authorized for a defined business purpose. In Oklahoma, valid NDAs must protect legitimate trade secrets under the Oklahoma Uniform Trade Secrets Act (78 O.S. § 85 et seq.) without operating as a disguised restraint on competition proscribed by 15 O.S. § 219A.

That distinction matters. Oklahoma — like California — bars non-compete covenants in most employment contexts. An NDA that effectively prevents someone from working in their industry or using general skills can be treated as a forbidden restraint and exposed to legal challenge.

Why "Generic" NDAs Are Dangerous in Oklahoma

Many free templates were drafted for jurisdictions that permit post-employment restraints and therefore include broad "no-use" or "no-compete" style language. In Oklahoma those clauses are high risk for three reasons:

1. Statutory Ban on Non-Competes. 15 O.S. § 219A prohibits non-compete covenants except for the narrow sale-of-business goodwill exception. If an NDA contains language that looks or operates like a non-compete, it can be challenged as void under 15 O.S. § 219A.
   
2. Overbroad "Use" Restrictions. Clause wording like "Receiver shall not use Confidential Information to compete" may be read as a de facto non-compete if it prevents ordinary tasks in the receiving party’s trade. Oklahoma courts and litigants examine the practical effect of restrictions — not just the label.
   
3. Federal Trade Secret Remedies and Whistleblower Notice. The Defend Trade Secrets Act (DTSA) (18 U.S.C. § 1833(b)) conditions certain enhanced remedies (exemplary damages and attorney’s fees) on giving an NDA recipient notice that they may disclose a trade secret to government officials or in a court filing for reporting wrongdoing. Omitting that DTSA notice can limit federal remedies.

Paradigm-shifting insight for Oklahoma: the biggest drafting trap is the sale-of-business exception. NDAs used in acquisition or asset-sale contexts must explicitly accommodate a post-sale restraint where the parties intend to protect goodwill; otherwise, transplanting a standard NDA into an M&A workflow can accidentally make the buyer forfeit goodwill protection later. In short — when an NDA will be used around an acquisition, draft with the sale-of-goodwill exception in mind to preserve lawful post-sale restraints.

Recent Legal Development (Statutory)

Oklahoma’s statutory framework — 15 O.S. § 219A (non-compete prohibition) and the state’s adoption of the Uniform Trade Secrets Act at 78 O.S. § 85 — is the controlling law. Those statutes make clear that NDAs should target trade-secret-level information with reasonable secrecy measures rather than broad career restraints.

Key Clauses to Include (Oklahoma-Focused)

• Clear Purpose: Limit permitted use to a narrow purpose (e.g., "evaluation of a potential supply agreement for Product X").
• Precise Definition of Confidential Information: Distinguish between "Trade Secrets" (as defined by 78 O.S. § 85) and other confidential information. Trade secrets get indefinite protection while other confidential data typically has a reasonable time limit.
• Narrow Use Restrictions: Prohibit misuse of confidential information, not the receiving party's ability to work. Avoid blanket "no competition" language.
• Exclusions: Public domain, prior knowledge, independent development, and compelled disclosure carve-outs.
• DTSA Whistleblower Notice: Include the federally required notice under 18 U.S.C. § 1833(b) that a person may disclose a trade secret to a government official or in a court filing under limited conditions without liability for that disclosure.
• Remedies and Limitations: Allow injunctive relief for trade secret misappropriation under 78 O.S. § 85 and preserve statutory damages where applicable.
• Severability and Governing Law: Be cautious — if you choose outside governing law, Oklahoma courts may still refuse to enforce unlawful restraints affecting Oklahoma workers; whenever possible, make the contract’s scope and forum clear and narrowly tailored.

Who Needs This Document?

How to Execute a Valid Oklahoma NDA

Step 1 — Choose the Right Type: Use One-Way (unilateral) for employer-to-contractor or seller-to-buyer disclosures; use Mutual when both sides will exchange secrets.

Step 2 — Define the Purpose Precisely: Narrow-purpose language reduces the risk that a court will read the NDA as an unlawful restraint.

Step 3 — Take Reasonable Secrecy Steps: Mark documents "CONFIDENTIAL," restrict distribution, use password-protected files, and keep an access log. Those measures support trade-secret status under 78 O.S. § 85.

Step 4 — Sign Before Sharing: Don’t share secret materials before execution. Electronic signatures are generally recognized (the federal E-SIGN Act and state adoption of the Uniform Electronic Transactions Act permit enforceable e-signatures), but retain a clear execution record.

Getting NDAs from Others

If presented with a third-party NDA, watch for disguised restraints (broad non-use, post-termination geographic limits, or extended durations). Push back on provisions that prevent normal post-employment work or freelance practice. Use Contract Analyze to scan incoming contracts for unlawful or risky clauses under Oklahoma law and the DTSA checklist.