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The Basics of a Non-Disclosure Agreement in Oklahoma
If you are looking for a painless and an effortless strategy to ensure the protection of your unique business secrets and information unknown to the public, you must create a confidentiality agreement in Oklahoma. This will ensure that the parties that will learn about the trade secrets sign it to ensure that they do not disclose your company’s profit-making secrets to the world.
You could also use the NDA to ensure that the secrets that could result in potential gains are protected significantly. In case you are wondering, trade secrets refer to the information – compilation, methods, programs, process, formula, technique, or recipes – that a company uses to derive a competitive advantage if the details of the trade secret are undisclosed to the rest of the world.
Often, the NDA is used during the hiring process when outlining the roles and responsibilities of the new hire. Since you may say more than you intend to, you should ensure that the receiving party signs the NDA before you share any information about the company.
It should be noted that the NDA does not protect information that is already available in the public domain. Other kinds of information unprotected by the NDA include:
Information that the receiving party learns from third parties
Information that is known to the receiving party from individual research
Information that the receiving party arrives at on their own, for example, through reverse engineering.
Elements of an enforceable NDA
Besides downloading a free Oklahoma non-disclosure agreement form online, you must ensure that the document has all the parts and elements that will result to the document’s enforcement at court. Your free non-disclosure agreement in Oklahoma must have the following aspects:
A definitive description of the NDA: To ensure enforcement of the NDA, you need to ensure that you give a clear description of the information you consider confidential. By specifying the details of the confidential information, you are sure that the receiving party will not try to find loopholes, resulting in losses. What this means is that you cannot just say that the document protects your confidential information.
Some of the information protected by the NDA include personnel records, customer/ vendor records, accounting/ financial information, product designs or formula, marketing strategies, pricing methods or proprietary software. This level of specificity will protect your company better.
Lay out the obligations of the receiving party: the NDA must outline the specific duties of the receiving party. Basically, the receiving party is required to protect the information, and he or she cannot share the information to third parties, and also, he or she cannot use the information for personal reasons or personal gain. Here, it’s also essential to indicate the consequences of a breach – injunctive relief or getting sued for damages. By indicating the consequences of a breach, you push the level of protection for your confidential information to a higher level.
Name the applicable jurisdictions: To be deemed enforceable, you must indicate where the terms of the NDA apply. Is the protection of the secret statewide, region-wide, or country-wide? Note that the jurisdictional restriction must be reasonable for the agreement to be enforceable in the courts. Besides geography, you need to include a time restriction indicating how long the information is to remain a secret and also events that indicate the expiry of the terms of the NDA.
Compelled disclosures: you might want to indicate that the receiving party will not be held liable in court for a breach of contract if they are compelled by the court or any other government entity to reveal the trade secret. The only thing expected from the receiving party when compelled is a notification to the disclosing party.
Non-compete and non-solicitation agreement clauses: your NDA might also incorporate a non-compete or a non-solicitation clause if you wish to add an extra layer of protection to your trade secrets.
These clauses prevent an employee from working with a direct competitor after leaving employment or setting up of a competing company within a specific duration. This means that you still maintain your competitive advantage even after your employees leave because you are sure that they will not bring you down once they leave.
The clauses also prevent an employee from stealing your customers. The state accepts non-compete agreements only if it’s deemed reasonable and if it has an adequate consideration. Unfortunately, the state does not outline what it considers sufficient consideration when parties enter into a contractual relationship.
Like the NDA, the non-compete must meet the time and geographical scope of restrictions which ensures that while the company gains a competitive advantage legitimately, the employee still gets to work in the field they have trained and experience in.
Are you looking for an NDA in Norman, Tulsa, Edmond, Lawton, Oklahoma City, Enid, Ada, or any other city in Oklahoma? Get started today with our free non-disclosure agreement form available online.