Oklahoma NDA Template
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An Oklahoma NDA, or “nondisclosure agreement,” is a legal contract between two or more parties outlining the specific information that must remain confidential. Startups and businesses often rely on NDAs to safeguard their interests in case employees, potential partners, or others attempt to reveal sensitive company information. By using an NDA, you can protect valuable assets such as trade secrets, business strategies, and client contact lists from being exposed to competitors or the public.
Trade Secret Definition in Oklahoma
“Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process, that:
a. derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
b. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. (Oklahoma Uniform Trade Secrets Act § 86(4))
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Read on to learn more about Oklahoma NDAs, including:
What's included in a Oklahoma NDA?
Here are some key components that are typically included in a Oklahoma Nondisclosure Agreement:
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Disclosing and Receiving Party
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Definition of Confidential Information
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NDA Purpose
- Use of Confidential Information
- Limited Access to Confidential Information
- Exclusions - What's not Covered
- Term of Confidentiality Period
1. Disclosing and Receiving Party
In this section, you'll find two roles: the disclosing party (the one sharing confidential information) and the receiving party (the one obtaining the info). This applies to unilateral NDAs; in mutual NDAs, both parties play both roles. It's essential to distinguish between "Company Name" and "Individual" here. If you're an individual either sharing or receiving confidential information, use your full name instead of a company name.
This nondisclosure agreement (this “Agreement”) is dated [Date] (the “Effective Date”) and is between [Company Name of Disclosing Party; e.g. “Max Studios, LLC”; if you do not have a formal legal entity, use your legal name, e.g. “Max Smith”], (the “Company”), and [Company Name of Receiving Party; if receiving party does not have a formal legal entity, use their legal name] (the “Recipient”).
2. Definition of Confidential Information
Your NDA must clearly define what you consider "confidential" information. Imagine an employer stating, "Everything I tell you in the next 2 years is confidential." A year later, the employer predicts it will rain tomorrow, and the employee informs a friend. Did the employee disclose confidential info? Of course not!
Courts won't uphold overly broad confidentiality clauses. However, defining it too narrowly risks accidental disclosure of sensitive information that the receiving party could share. Most businesses use a standard definition like in the template. If uncertain, consult our post about defining confidential information in your NDA.
“Confidential Information” means any information that is proprietary or unique to the Company and that is disclosed by the Company to the Recipient during the term of this Agreement, including the following: trade secret information; matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; and any information concerning the marketing and other business affairs and methods of the Company which is not readily available to the public. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement, (2) the Company is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to the Company.
3. NDA Purpose
All NDAs, including the template, require you to specify the "purpose" of the agreement. It could be reasons like "to create a prototype product for the disclosing party" or "to assess the potential business relationship between the parties." Clearly stating the purpose is crucial as it outlines how the recipient can use the confidential information.
For instance, if you want to hire a developer to build your website, you could share your business strategy to help them understand the site requirements better. In this case, narrow the purpose by connecting it with "development of…" followed by a description of the specific website components the developer will be working on. Without this specific purpose, the developer might use your confidential information to create a competing business and profit from your secrets.
Typically, the template language ("evaluating the parties' capabilities of pursuing one or more business opportunities") works well in most situations.
“Purpose” means evaluating the parties’ capabilities in anticipation of pursuing one or more business opportunities.
4. Use of Confidential Information
Your use of confidential information is related to why you're signing an NDA. This provision essentially states that you'll only use the confidential info for the specified purpose. While this may appear obvious, it's essential to prevent misuse and protect sensitive discussions between parties from possible external interference or harm.
The Recipient shall use Confidential Information only for the Purpose. Unless otherwise agreed in writing, neither party shall disclose to a third party the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms or other facts relating to the Purpose, including the status of negotiations between the parties.
5. Limited Access to Confidential Information
When sharing your information with a "Recipient," what if the recipient is a company or needs to consult a lawyer? The "Limited Access" section of your NDA addresses these concerns.
In most cases, the template language suffices. However, consider who actually needs access to the info and limit its use to those people. Additionally, the recipient should ensure anyone they disclose the information to also signs an NDA agreeing to similar terms.
The Recipient shall protect the Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Recipient shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Company’s prior written consent. However, the Recipient may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Recipient who (1) require access to the information for the Purpose, (2) are informed by the Recipient of the Recipient’s obligations under this Agreement, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this Agreement and that are at least as protective of the Confidential Information as this Agreement.
6. Exclusions - What's not Covered
The "exclusions" section outlines what isn't protected by the NDA. Including specific exclusions increases the likelihood of your NDA being upheld in court. In most scenarios, the provided exclusions should work fine. If you've already shared confidential information with the recipient, consider removing exclusion 4(a)(1).
(a) This Agreement imposes no obligations upon the Recipient with respect to Confidential Information that: (1) was known to the Recipient before disclosure by the Company as evidenced by contemporaneous records; (2) has become publicly available through no fault of the Recipient; (3) is disclosed to the Recipient by a third party that has the right to make the disclosure to the Recipient and that does not have any obligation of confidentiality with respect to the Confidential Information; or (4) is disclosed by the Recipient with the Company’s prior written consent.
(b) If the Recipient is required by any governmental agency, court, or other judicial or regulatory body to provide any Confidential Information received under this Agreement, then the Recipient will not be deemed to be in violation of this Agreement for the disclosure if the Recipient promptly gives written notice to the Company of the requirement to provide the Confidential Information and cooperates with the Company so that the Company may contest the requirement to provide the Confidential Information. The Recipient may disclose only that portion of the Confidential Information that it is legally required to furnish.
7. Term of Confidentiality Period
This provision determines the duration of your NDA's effectiveness, which could last for a short transaction or indefinitely. The agreement should cover the trade secret as long as it remains protected. NDAs often outlive the actual transaction or relationship.
It's wise to include a clause ensuring the trade secret's protection even after the relationship ends. If uncertain, the average term is one to five years. Remember to align the duration with your need for confidentiality.
This Agreement will continue for a period of one year from the Effective Date unless: (1) terminated earlier by either party upon written notice to the other; (2) extended by the mutual written agreement of the parties; or (3) superseded by a subsequent written agreement that explicitly sets forth the obligations of the parties with respect to Confidential Information. With respect to business information, the Recipient’s obligations of confidentiality and non-use under this Agreement will expire three years from the termination of this Agreement. With respect to all information that constitutes a trade secret, the Recipient’s obligations of confidentiality and non-use under this Agreement will survive the termination of this Agreement for as long as such information remains a trade secret under applicable law.
What happens if I've already disclosed confidential information?
If you've already disclosed confidential information, don't worry! We can help by modifying the provided template to account for this situation. Check this guide on how to deal with this.
How do I protect my trade secret?
The purpose of an NDA is to protect your confidential information, vital for maintaining a trade secret. However, confidentiality alone isn't valuable – it must qualify as a trade secret to hold value. To learn more about trade secrets or how to adequately protect them, you can check our guide on the subject.