NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT
(Oklahoma – Okla. Stat. tit. 15, § 219A Compliant)
[// GUIDANCE: This template is drafted for use with employees located in Oklahoma. Oklahoma law generally invalidates post-employment covenants that prohibit an employee from “engaging in the same business” as the employer. However, a narrowly-tailored customer non-solicitation covenant—and related confidentiality obligations—are expressly permitted under Okla. Stat. tit. 15, § 219A. The provisions below therefore focus on customer/employee non-solicitation and trade-secret protection rather than an outright ban on competitive employment.]
TABLE OF CONTENTS
- Definitions
- Consideration
- Restricted Covenants
3.1 Customer Non-Solicitation
3.2 Employee/Contractor Non-Solicitation
3.3 Confidential Information & Trade Secrets
3.4 Permitted Activities; Compliance with § 219A - Representations & Warranties
- Remedies
5.1 Injunctive Relief
5.2 Cumulative Remedies - Indemnification
- Dispute Resolution
7.1 Governing Law & Forum Selection
7.2 Optional Arbitration
7.3 Optional Jury-Trial Waiver - General Provisions
- Execution Blocks
1. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below.
“Agreement” means this Non-Competition, Non-Solicitation, and Confidentiality Agreement as it may be amended from time to time.
“Business” means [BRIEF DESCRIPTION OF EMPLOYER’S BUSINESS].
“Confidential Information” means all non-public information, whether oral, written, electronic, or otherwise, that is proprietary to Employer and not generally known, including Trade Secrets, customer lists, pricing, marketing strategies, inventions, source code, and any other information marked or reasonably understood to be confidential.
“Effective Date” means [DATE], which is the date on which both Parties have executed this Agreement.
“Employee” means [EMPLOYEE LEGAL NAME], an individual resident of [STATE].
“Employer” means [COMPANY LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS].
“Established Customer” has the meaning assigned in Okla. Stat. tit. 15, § 219A(B): a customer with whom Employee had material business contact or about whom Employee acquired confidential customer information during the Look-Back Period.
“Look-Back Period” means the twelve (12) months immediately preceding the Termination Date.
[// GUIDANCE: Oklahoma courts typically measure “established customers” within a 12- to 24-month window. Adjust as appropriate.]
“Restricted Period” means the twelve (12) months immediately following the Termination Date.
[// GUIDANCE: Periods of 12 months are commonly upheld as reasonable in Oklahoma for customer-solicitation restrictions.]
“Restricted Territory” means (a) a [__-mile] radius from each location where Employer conducted Business and where Employee worked or (b) any county/parish in which Employee had material business contact with Established Customers during the Look-Back Period.
[// GUIDANCE: Narrow geographic tailoring enhances enforceability under Oklahoma law.]
“Termination Date” means the last date on which Employee is employed by Employer.
“Trade Secrets” has the meaning set forth in the Oklahoma Uniform Trade Secrets Act, Okla. Stat. tit. 78, § 85 et seq.
2. CONSIDERATION
In consideration of (a) Employee’s initial and/or continued employment with Employer, (b) Employer’s promise to provide Employee with access to Confidential Information and Trade Secrets, and (c) the mutual covenants contained herein, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows.
[// GUIDANCE: If additional consideration (e.g., bonus, equity) is provided, insert here.]
3. RESTRICTED COVENANTS
3.1 Customer Non-Solicitation.
To the fullest extent permitted under Okla. Stat. tit. 15, § 219A, Employee shall not, during the Restricted Period and within the Restricted Territory, directly or indirectly (a) solicit, divert, or appropriate, or (b) attempt to solicit, divert, or appropriate, any Established Customer for purposes of providing products or services that are competitive with the Business.
3.2 Employee and Independent Contractor Non-Solicitation.
Employee shall not, during the Restricted Period, intentionally induce or attempt to induce any current employee or independent contractor of Employer to terminate or reduce his, her, or its relationship with Employer.
3.3 Confidential Information & Trade Secrets.
(a) Non-Disclosure. Employee shall hold all Confidential Information in strict confidence and shall not disclose or use such information except as required to perform Employee’s duties for Employer.
(b) Return of Property. Upon the Termination Date, Employee shall immediately return all tangible and electronic embodiments of Confidential Information.
(c) Trade Secrets. Obligations relating to Trade Secrets shall survive indefinitely until such information becomes public through no fault of Employee.
3.4 Permitted Activities; Compliance with § 219A.
Nothing in this Agreement prohibits Employee, after the Termination Date, from (a) engaging in the same business as Employer, (b) accepting employment with a competitor, or (c) otherwise earning a livelihood in Employee’s chosen field, provided Employee does not violate Sections 3.1–3.3.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Power and Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.
4.2 No Conflicting Obligations. Employee represents that execution of this Agreement and Employee’s performance of the covenants herein will not breach any agreement to which Employee is a party.
4.3 Survival. The representations and warranties in this Article 4 survive the Termination Date for the duration of the Restricted Period (and, with respect to Trade Secrets, indefinitely).
5. REMEDIES
5.1 Injunctive Relief.
Employee acknowledges that any breach of Article 3 will cause Employer immediate and irreparable harm for which monetary damages may be inadequate. Accordingly, Employer is entitled to seek temporary, preliminary, and permanent injunctive relief in any court of competent jurisdiction without posting bond, in addition to all other remedies available at law or in equity.
5.2 Cumulative Remedies.
All rights and remedies under this Agreement are cumulative and not exclusive of any other rights provided by law.
6. INDEMNIFICATION
Employee shall indemnify, defend, and hold Employer, its affiliates, and their respective directors, officers, and agents harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s breach of this Agreement.
[// GUIDANCE: Oklahoma allows recovery of attorney fees in contract actions only where authorized by statute or contract. This indemnity provides express contractual authorization.]
7. DISPUTE RESOLUTION
7.1 Governing Law; Forum Selection.
This Agreement, and all disputes arising out of or relating to it, shall be governed by the laws of the State of Oklahoma without regard to its conflict-of-laws rules. Subject to Section 7.2, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Oklahoma.
7.2 Optional Arbitration. [SELECT ONE]
☐ No Arbitration (default) ☐ Arbitration Applies
[// GUIDANCE: If selected, insert a comprehensive arbitration clause compliant with the Federal Arbitration Act, including rules, seat, and enforcement language.]
7.3 Optional Jury-Trial Waiver. [SELECT ONE]
☐ No Waiver (default) ☐ Parties Waive Jury Trial
[// GUIDANCE: Although Oklahoma generally enforces contractual jury waivers, courts scrutinize them for voluntariness and clarity. If elected, ensure conspicuous formatting.]
7.4 Attorneys’ Fees.
The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.
8. GENERAL PROVISIONS
8.1 Amendment; Waiver.
No modification of this Agreement is effective unless it is in writing and signed by both Parties. A waiver of any breach is not a waiver of any subsequent breach.
8.2 Assignment.
Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to a successor in interest upon notice to Employee.
8.3 Severability; Judicial Reformation.
If any provision is held unenforceable, it shall be reformed to the minimum extent necessary to render it enforceable, consistent with Okla. Stat. tit. 15, § 219A. The remaining provisions remain in full force and effect.
8.4 Entire Agreement.
This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements or understandings, whether written or oral.
8.5 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) are binding.
9. EXECUTION BLOCKS
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.
EMPLOYER:
[COMPANY LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
EMPLOYEE:
[EMPLOYEE LEGAL NAME]
Date: _____
[Optional Notary Acknowledgment – Insert if employer policy or state law requires notarization.]
[// GUIDANCE:
1. Confirm that the Restricted Territory and Restricted Period are no broader than necessary to protect legitimate business interests.
2. Verify that Employee will receive access to Confidential Information sufficient to constitute adequate consideration.
3. If implementing arbitration or jury-trial waiver, ensure conspicuous formatting (e.g., ALL CAPS) and obtain separate initials if preferred.
4. Always provide Employee with a reasonable opportunity to review the Agreement prior to execution to mitigate potential unconscionability defenses.
]