Non-Disclosure Agreement - Mutual (Oklahoma)

MUTUAL NON-DISCLOSURE AGREEMENT (OKLAHOMA)

("Agreement")

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Purpose and Scope
4. Confidentiality Obligations
5. Exclusions from Confidential Information
6. Permitted Disclosures
7. Term and Duration of Obligations
8. Return and Destruction of Materials
9. Remedies
10. DTSA Whistleblower Immunity Notice
11. Intellectual Property
12. Non-Solicitation Provisions
13. Representations and Warranties
14. Indemnification
15. General Provisions
16. Oklahoma-Specific Provisions
17. Signature Blocks

1. DOCUMENT HEADER AND RECITALS

1.1 Effective Date. This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date").

1.2 Parties.

(a) [________________________________] ("Party A"), a [________________________________] (state entity type, e.g., Oklahoma limited liability company), with its principal place of business at [________________________________], [________________________________], Oklahoma [____]; and

(b) [________________________________] ("Party B"), a [________________________________] (state entity type), with its principal place of business at [________________________________], [________________________________], [____] [____].

Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."

1.3 Recitals.

WHEREAS, each Party possesses certain proprietary, confidential, and trade secret information that it desires to protect in accordance with the Oklahoma Uniform Trade Secrets Act, 78 O.S. §§ 85-94 (the "OKUTSA"), and the federal Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1836-1839 (the "DTSA");

WHEREAS, the Parties desire to engage in discussions and the exchange of information for the purpose of [________________________________] (the "Permitted Purpose");

WHEREAS, in connection with the Permitted Purpose, each Party may disclose to the other Party certain Confidential Information (as defined below) that the Disclosing Party desires the Receiving Party to treat as confidential;

WHEREAS, the Parties acknowledge that Oklahoma law broadly prohibits restraints on trade under 15 O.S. §§ 217-219B, and that this Agreement is intended solely as a non-disclosure agreement to protect confidential information and trade secrets, and is expressly not intended to restrict or prevent either Party from engaging in any lawful profession, trade, or business;

WHEREAS, the Parties further acknowledge that Oklahoma law permits non-solicitation agreements under 15 O.S. §§ 219A and 219B, and that any non-solicitation provisions contained herein are intended to comply with those statutory requirements;

WHEREAS, the Parties wish to establish the terms and conditions under which such Confidential Information will be disclosed, received, and protected;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

2.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

2.2 "Authorized Recipients" means those Representatives of the Receiving Party who (a) have a legitimate need to know the Confidential Information in connection with the Permitted Purpose, (b) have been informed of the confidential nature of such information, and (c) are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement.

2.3 "Confidential Information" means all non-public, proprietary, or confidential information, data, materials, and know-how disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the Effective Date, in any form or medium (including oral, written, electronic, visual, digital, magnetic, photographic, or any other form), including without limitation:

(a) Business Information: business plans, strategies, forecasts, projections, budgets, financial statements, financial data, revenue figures, pricing information, cost structures, profit margins, tax records, accounting records, investment strategies, merger and acquisition plans, and market analyses;

(b) Technical Information: inventions (whether or not patentable), discoveries, improvements, trade secrets, proprietary technology, algorithms, software (source code and object code), firmware, hardware designs, specifications, schematics, blueprints, prototypes, models, formulas, compositions, manufacturing processes, techniques, methods, procedures, research data, experimental results, test data, and laboratory notebooks;

(c) Customer and Supplier Information: customer lists, customer identities, customer preferences, customer purchase histories, supplier lists, supplier terms, vendor agreements, distribution channels, and sales data;

(d) Personnel Information: employee data, organizational charts, compensation information, personnel records, recruiting plans, and human resources strategies;

(e) Legal Information: pending or threatened litigation, legal strategies, legal opinions, regulatory filings, compliance records, intellectual property portfolios, patent applications, and licensing arrangements;

(f) Marketing and Sales Information: marketing plans, advertising strategies, promotional materials, brand strategies, sales pipelines, lead information, and competitive analyses;

(g) Energy and Natural Resources Information: (where applicable) oil and gas exploration data, lease information, mineral rights data, production records, geological surveys, seismic data, pipeline information, and energy production strategies;

(h) Operational Information: operational processes, supply chain information, logistics data, production schedules, quality control procedures, and internal policies and procedures; and

(i) Any Other Information: any other information that is designated as "Confidential," "Proprietary," "Trade Secret," or with a similar designation at the time of disclosure, or that a reasonable person in the position of the Receiving Party would understand to be confidential given the nature of the information and the circumstances of its disclosure.

2.4 "Disclosing Party" means the Party (or its Affiliate) that discloses Confidential Information to the other Party.

2.5 "Established Customers" means those persons or entities that were customers of a Party at the time of, or within twelve (12) months prior to, the date on which the relevant non-solicitation restriction commences, as contemplated by 15 O.S. § 219A.

2.6 "Improper Means" shall have the meaning ascribed to such term under 78 O.S. § 86(1), including theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

2.7 "Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, trademarks, service marks, trade dress, trade names, trade secrets, moral rights, rights of publicity, database rights, and all registrations, applications, renewals, extensions, and restorations thereof.

2.8 "Misappropriation" shall have the meaning ascribed to such term under 78 O.S. § 86(2), including:

(a) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or

(b) disclosure or use of a trade secret of another without express or implied consent by a person who used improper means to acquire knowledge of the trade secret, or at the time of disclosure or use knew or had reason to know that the knowledge was derived from or through a person who had utilized improper means, was acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, or was derived from a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use.

2.9 "Personal Information" means information that constitutes "personal information" as defined under the Oklahoma Security Breach Notification Act, 24 O.S. § 162, including an individual's first name or first initial and last name in combination with and linked to one or more of the following data elements when the data elements are not encrypted, redacted, or secured by any other method rendering the element unreadable or unusable: Social Security number, state identification card number, or a financial account number, or credit card or debit card number, in combination with any required security code, access code, or password that would permit access to the financial accounts of the individual.

2.10 "Receiving Party" means the Party (or its Affiliate) that receives Confidential Information from the other Party.

2.11 "Representatives" means a Party's and its Affiliates' directors, officers, members, managers, partners, employees, agents, consultants, advisors (including attorneys, accountants, and financial advisors), independent contractors, and potential financing sources.

2.12 "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;

as defined under 78 O.S. § 86(4) and 18 U.S.C. § 1839(3). For the avoidance of doubt, Trade Secrets constitute a subset of Confidential Information and are entitled to the heightened protections afforded under both the OKUTSA and the DTSA.

3. PURPOSE AND SCOPE

3.1 Permitted Purpose. The Parties are entering into this Agreement to facilitate the exchange of Confidential Information solely in connection with [________________________________] (the "Permitted Purpose"). Each Party acknowledges that the Confidential Information disclosed by the other Party is valuable and proprietary.

3.2 No Obligation to Disclose. Nothing in this Agreement shall obligate either Party to disclose any particular Confidential Information to the other Party. Each Party retains sole discretion regarding what information, if any, it chooses to disclose.

3.3 No Obligation to Proceed. Nothing in this Agreement shall obligate either Party to enter into any further agreement or transaction, or to proceed with the Permitted Purpose or any aspect thereof.

3.4 Scope. This Agreement applies to all Confidential Information disclosed by either Party to the other Party, whether disclosed before or after the Effective Date, in connection with the Permitted Purpose.

3.5 No Restraint on Trade. Notwithstanding any other provision of this Agreement, nothing herein shall be construed to restrain either Party from exercising a lawful profession, trade, or business of any kind, as prohibited by 15 O.S. § 217. The obligations imposed by this Agreement are limited to the protection of Confidential Information and Trade Secrets and do not restrict either Party's competitive activities, subject solely to the confidentiality and non-use obligations expressly set forth herein.

4. CONFIDENTIALITY OBLIGATIONS

4.1 Standard of Care. The Receiving Party shall:

(a) hold all Confidential Information in strict confidence using at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable degree of care;

(b) not disclose, publish, or disseminate Confidential Information to any third party except as expressly permitted by this Agreement;

(c) use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever;

(d) restrict access to Confidential Information to Authorized Recipients who have a need to know such information in connection with the Permitted Purpose;

(e) ensure that all Authorized Recipients are informed of the confidential nature of the Confidential Information and are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement prior to any disclosure;

(f) not copy, reproduce, or duplicate Confidential Information except as reasonably necessary for the Permitted Purpose;

(g) take all reasonable precautions to prevent unauthorized access to, disclosure of, or use of Confidential Information, including implementing appropriate physical, electronic, and procedural safeguards; and

(h) immediately notify the Disclosing Party in writing upon discovery of any unauthorized access to, disclosure of, or use of Confidential Information.

4.2 Responsibility for Representatives. The Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives or Authorized Recipients. Any act or omission of a Representative or Authorized Recipient that would constitute a breach of this Agreement if performed by the Receiving Party shall be deemed a breach by the Receiving Party.

4.3 No Disclosure to Competitors. Without limiting the generality of the foregoing, the Receiving Party shall not disclose any Confidential Information to any competitor of the Disclosing Party without the Disclosing Party's prior written consent.

4.4 Marking of Materials. The Disclosing Party shall use reasonable efforts to mark written or electronic Confidential Information as "Confidential," "Proprietary," "Trade Secret," or with a similar designation. However, the failure to mark any information shall not affect its status as Confidential Information if it would otherwise qualify under Section 2.3.

4.5 Oral Disclosures. If Confidential Information is disclosed orally or visually, the Disclosing Party shall identify it as confidential at the time of disclosure and shall confirm such designation in writing within thirty (30) days thereafter. However, the failure to so confirm shall not affect the status of such information as Confidential Information if a reasonable person would understand it to be confidential.

4.6 Data Security Requirements. Each Party shall implement and maintain reasonable security measures consistent with industry standards to protect Confidential Information from unauthorized access, including:

(a) encryption of electronically stored Confidential Information at rest and in transit;

(b) access controls limiting access to Authorized Recipients;

(c) secure storage of physical documents containing Confidential Information;

(d) regular security assessments and audits; and

(e) compliance with the Oklahoma Security Breach Notification Act, 24 O.S. §§ 161-166, to the extent Confidential Information includes Personal Information of Oklahoma residents.

4.7 Non-Competition Carve-Out. For the avoidance of doubt and in compliance with Oklahoma's prohibition on restraints of trade under 15 O.S. § 217, the confidentiality obligations in this Section 4 are limited to restrictions on the use and disclosure of Confidential Information. These obligations do not restrict either Party or its Representatives from:

(a) engaging in any lawful profession, trade, or business;

(b) accepting employment with or providing services to any competitor of the other Party;

(c) starting or operating a competing business; or

(d) using general knowledge, skills, training, and experience that do not constitute Confidential Information or Trade Secrets of the other Party.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

5.1 Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate by clear and convincing evidence:

(a) Public Domain: was or becomes generally available to the public other than as a result of a breach of this Agreement or any other obligation of confidentiality owed to the Disclosing Party;

(b) Prior Knowledge: was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records predating such disclosure;

(c) Third-Party Disclosure: was or is received by the Receiving Party from a third party who, to the Receiving Party's knowledge, was not bound by any obligation of confidentiality to the Disclosing Party with respect to such information;

(d) Independent Development: was independently developed by the Receiving Party without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records; or

(e) Written Approval: is approved in writing by the Disclosing Party for unrestricted disclosure.

5.2 Burden of Proof. The burden of establishing any of the exclusions set forth in Section 5.1 shall rest with the Receiving Party. Each exclusion shall be construed narrowly, and the combination of information that is individually public shall not be excluded merely because each individual element is publicly available, unless the combination itself is publicly available.

5.3 Trade Secrets. Notwithstanding the foregoing exclusions, information that qualifies as a Trade Secret under 78 O.S. § 86(4) shall retain its Trade Secret status and protections so long as it continues to satisfy the statutory definition, regardless of any contractual exclusion.

6. PERMITTED DISCLOSURES

6.1 Legal Compulsion. If the Receiving Party or any of its Representatives is required by applicable law, regulation, rule, court order, subpoena, civil investigative demand, or other legal process (collectively, "Legal Process") to disclose any Confidential Information, the Receiving Party shall:

(a) to the extent legally permissible, provide the Disclosing Party with prompt written notice of such Legal Process, and in any event no later than five (5) business days after receipt thereof (or such shorter period as may be required for the Disclosing Party to seek protective relief), so that the Disclosing Party may seek a protective order, injunction, or other appropriate remedy;

(b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking to obtain such protective order or other remedy;

(c) if such protective order or other remedy is not obtained, disclose only that portion of the Confidential Information that is legally required to be disclosed, as advised by the Receiving Party's legal counsel; and

(d) use reasonable efforts to obtain confidential treatment or a protective order for any Confidential Information so disclosed.

6.2 Regulatory Disclosures. If either Party is required to disclose Confidential Information to a governmental authority, regulatory agency, or self-regulatory organization (including the Oklahoma Corporation Commission, the Oklahoma Attorney General, or federal agencies) in connection with an examination, audit, investigation, or inquiry, such Party shall, to the extent legally permissible, provide the other Party with prior written notice and shall disclose only such Confidential Information as is legally required.

6.3 Professional Advisors. Either Party may disclose Confidential Information to its attorneys, accountants, financial advisors, and other professional advisors who have a need to know such information in connection with the Permitted Purpose, provided that such advisors are bound by professional ethical obligations of confidentiality or have executed written confidentiality agreements no less restrictive than this Agreement.

6.4 Tax Matters. Notwithstanding anything to the contrary in this Agreement, each Party (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction contemplated by the Permitted Purpose and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure.

7. TERM AND DURATION OF OBLIGATIONS

7.1 Agreement Term. This Agreement shall commence on the Effective Date and shall continue for a period of [____] ([____]) years from the Effective Date (the "Term"), unless earlier terminated in accordance with Section 7.3 or extended by mutual written agreement of the Parties.

7.2 Survival of Confidentiality Obligations.

(a) Non-Trade Secret Information. With respect to Confidential Information that does not constitute a Trade Secret, the obligations of confidentiality and non-use set forth in this Agreement shall survive the expiration or termination of this Agreement for a period of [____] ([____]) years following the date of expiration or termination. The Parties acknowledge that under Oklahoma law, the survival period for confidentiality obligations must be reasonable and must not operate as a de facto restraint on trade in violation of 15 O.S. § 217.

(b) Trade Secrets. With respect to Confidential Information that constitutes a Trade Secret under 78 O.S. § 86(4) or 18 U.S.C. § 1839(3), the obligations of confidentiality and non-use shall continue for so long as such information remains a Trade Secret under applicable law, regardless of the expiration or termination of this Agreement.

(c) Perpetual Obligations. The obligations set forth in Sections 9 (Remedies), 10 (DTSA Whistleblower Immunity Notice), 11 (Intellectual Property), 13 (Representations and Warranties), 14 (Indemnification), and 16 (Oklahoma-Specific Provisions) shall survive the expiration or termination of this Agreement indefinitely, or for the maximum period permitted by applicable law.

7.3 Termination. Either Party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other Party. Termination of this Agreement shall not release either Party from its obligations with respect to Confidential Information disclosed prior to the effective date of termination.

7.4 Effect of Termination. Upon termination or expiration of this Agreement:

(a) each Party shall cease all use of the other Party's Confidential Information;

(b) each Party shall comply with the return and destruction obligations set forth in Section 8; and

(c) all provisions of this Agreement that by their nature are intended to survive termination or expiration shall continue in full force and effect.

8. RETURN AND DESTRUCTION OF MATERIALS

8.1 Obligation. Upon the earlier of (a) the written request of the Disclosing Party, (b) the expiration of the Term, or (c) the termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, promptly (and in any event within fifteen (15) business days):

(a) return to the Disclosing Party all originals and copies of Confidential Information in any form or medium, including all documents, files, records, notes, memoranda, reports, analyses, compilations, studies, summaries, extracts, and any other materials containing, reflecting, or derived from Confidential Information; or

(b) destroy all such Confidential Information and materials, using commercially reasonable methods of destruction appropriate to the medium (including shredding for physical documents and secure deletion for electronic files).

8.2 Certification. Upon completion of the return or destruction of Confidential Information, an authorized officer of the Receiving Party shall promptly certify in writing to the Disclosing Party that all Confidential Information has been returned or destroyed in accordance with this Section 8.

8.3 Exceptions.

(a) Archival Copy. Notwithstanding Section 8.1, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for legal compliance and audit purposes, stored securely with access limited to the Receiving Party's legal counsel.

(b) Automatic Backup Systems. The Receiving Party shall not be required to destroy Confidential Information contained in automatic electronic backup or archival systems, provided that (i) such systems are not readily accessible to end users in the ordinary course, (ii) such Confidential Information is not intentionally accessed following the return or destruction obligation, and (iii) such Confidential Information is destroyed in the ordinary course of the Receiving Party's backup rotation.

(c) Regulatory Retention. If the Receiving Party is required by applicable law or regulation (including Oklahoma Corporation Commission requirements for oil and gas records or other industry-specific retention requirements) to retain copies of Confidential Information, such retention shall be permitted for so long as legally required.

(d) Continuing Obligations. All retained Confidential Information, whether under subsection (a), (b), or (c), shall remain subject to the confidentiality and non-use obligations of this Agreement for the applicable survival period.

8.4 Derived Materials. For the avoidance of doubt, the return and destruction obligations in this Section 8 extend to all materials derived from or incorporating Confidential Information, including analyses, compilations, studies, notes, summaries, and other documents prepared by the Receiving Party or its Representatives.

9. REMEDIES

9.1 Irreparable Harm. The Parties acknowledge and agree that:

(a) the Confidential Information is valuable and unique;

(b) any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy; and

(c) the harm resulting from such breach may be difficult or impossible to calculate.

9.2 Injunctive Relief. In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance, from any court of competent jurisdiction in the State of Oklahoma, without the necessity of:

(a) proving actual damages;

(b) posting any bond or other security (or, if a bond is required by applicable law, the Parties agree that a nominal bond of One Hundred Dollars ($100.00) shall be sufficient); or

(c) exhausting any arbitration or other alternative dispute resolution procedures.

This provision is consistent with the injunctive relief available under 78 O.S. § 87, which provides that actual or threatened misappropriation of a trade secret may be enjoined. An injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time to eliminate commercial advantage. In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty.

9.3 Monetary Damages. In addition to equitable relief, the Disclosing Party shall be entitled to recover:

(a) actual damages suffered as a result of the breach, including both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss;

(b) in the alternative, a reasonable royalty for the unauthorized use or disclosure of the Confidential Information;

(c) under 78 O.S. § 88, if willful and malicious misappropriation is established, exemplary damages in an amount not exceeding twice (2x) the award of damages under subsections (a) or (b) above; and

(d) under the DTSA, 18 U.S.C. § 1836(b)(3)(C), if willful and malicious misappropriation is established, exemplary damages in an amount not exceeding twice (2x) the award of damages under 18 U.S.C. § 1836(b)(3)(B).

9.4 Attorneys' Fees and Costs. Consistent with 78 O.S. § 89, the court may award reasonable attorneys' fees to the prevailing Party if:

(a) a claim of misappropriation is made in bad faith;

(b) a motion to terminate an injunction is made or resisted in bad faith; or

(c) willful and malicious misappropriation exists.

9.5 Limitation on Injunctive Relief -- No Restraint on Trade. The Parties expressly agree that any injunctive relief sought or granted under this Agreement shall be limited to preventing the unauthorized use or disclosure of Confidential Information and Trade Secrets. No injunction sought or obtained under this Agreement shall operate to restrain either Party from exercising a lawful profession, trade, or business in violation of 15 O.S. § 217. The Disclosing Party shall not seek, and no court shall issue, an injunction that would have the practical effect of preventing the Receiving Party from engaging in a lawful business or profession.

9.6 Cumulative Remedies. All remedies available under this Agreement are cumulative and in addition to any other remedies available at law, in equity, or under statute, including under the OKUTSA and the DTSA. Pursuant to 78 O.S. § 92, the OKUTSA does not affect contractual remedies, whether or not based upon misappropriation of a trade secret, or other civil remedies not based upon misappropriation. The exercise of any remedy shall not preclude the exercise of any other remedy.

9.7 No Limitation of Liability. The Parties expressly agree that no limitation of liability applies to claims arising from a breach of this Agreement. Each Party shall remain liable for all damages and remedies allowed under applicable Oklahoma and federal law.

10. DTSA WHISTLEBLOWER IMMUNITY NOTICE

10.1 Federal Whistleblower Immunity. In accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), the Parties hereby provide the following notice:

NOTICE: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

☐ (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

☐ (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

10.2 Use in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

(a) files any document containing the trade secret under seal; and

(b) does not disclose the trade secret, except pursuant to court order.

10.3 Acknowledgment. Each Party acknowledges that it has received and understands this notice regarding immunity from liability for confidential disclosure of a trade secret to the government or in a court filing as provided under 18 U.S.C. § 1833(b).

11. INTELLECTUAL PROPERTY

11.1 No License Granted. Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to any Intellectual Property Rights of the Disclosing Party, whether by implication, estoppel, or otherwise.

11.2 Ownership. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No disclosure of Confidential Information hereunder shall constitute an assignment, transfer, or conveyance of any right, title, or interest in such Confidential Information or in any Intellectual Property Rights related thereto.

11.3 No Reverse Engineering. The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, structure, or underlying information, ideas, or algorithms of any Confidential Information, except to the extent expressly permitted by applicable Oklahoma or federal law notwithstanding a contractual prohibition.

11.4 Residual Knowledge. Nothing in this Agreement shall prohibit a Representative of the Receiving Party from using Residual Knowledge in the course of such Representative's subsequent activities, including activities related to competitive business endeavors (consistent with Oklahoma's prohibition on restraints of trade under 15 O.S. § 217). "Residual Knowledge" means general knowledge, ideas, concepts, know-how, or techniques that are retained in the unaided memory of a Representative who had authorized access to Confidential Information, provided that such Representative has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

11.5 No Implied Rights. Nothing in this Agreement shall be construed as:

(a) an obligation to enter into any further agreement;

(b) a grant of exclusive dealing rights;

(c) a commitment to purchase or sell any product or service; or

(d) a waiver of any Intellectual Property Rights.

12. NON-SOLICITATION PROVISIONS

IMPORTANT OKLAHOMA NOTE: Oklahoma broadly prohibits non-compete agreements under 15 O.S. § 217, which provides that "every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind" is void to that extent, subject to limited exceptions for the sale of business goodwill (15 O.S. § 218), dissolution of partnership (15 O.S. § 219), and the specific non-solicitation provisions of 15 O.S. §§ 219A and 219B. This Section 12 is drafted to comply with Oklahoma's permissible non-solicitation framework.

12.1 Non-Solicitation of Established Customers. During the Term and for a period of [____] ([____]) months following the expiration or termination of this Agreement, neither Party shall directly solicit the sale of goods, services, or a combination of goods and services from the Established Customers of the other Party, to the extent that such solicitation is based on or facilitated by Confidential Information obtained under this Agreement. This provision is intended to comply with and shall be interpreted consistently with 15 O.S. § 219A.

12.2 Permitted Activities. Consistent with 15 O.S. § 219A, each Party and its Representatives shall be permitted to:

(a) engage in the same business as that conducted by the other Party or in a similar business;

(b) provide goods and services to any customer, including former customers of the other Party, who contacts the Receiving Party on an unsolicited basis;

(c) engage in general advertising and marketing activities not specifically directed at the other Party's Established Customers; and

(d) exercise any lawful profession, trade, or business of any kind, subject only to the restriction on direct solicitation set forth in Section 12.1.

12.3 Non-Solicitation of Employees (Limited). During the Term and for a period of [____] ([____]) months following the expiration or termination of this Agreement, neither Party shall directly solicit the employment of any employee of the other Party with whom the soliciting Party had direct contact or about whom the soliciting Party received Confidential Information in connection with the Permitted Purpose, without the prior written consent of the other Party. For the avoidance of doubt, this restriction:

(a) does not prohibit general advertising or job postings not specifically directed at the other Party's employees;

(b) does not prohibit a Party from hiring an employee of the other Party who applies for employment without having been directly solicited; and

(c) shall not be construed as a non-compete covenant in violation of 15 O.S. § 217.

12.4 No Non-Compete. For the express avoidance of doubt and in compliance with 15 O.S. § 217:

(a) Nothing in this Agreement shall be construed as a non-competition covenant, agreement, or restriction.

(b) Neither Party shall seek to enforce any provision of this Agreement as a non-compete restriction against the other Party or any of the other Party's employees, officers, directors, members, managers, or agents.

(c) Each Party and its Representatives shall be free to engage in any lawful business activity, including competing directly with the other Party, subject only to the obligation not to use or disclose the other Party's Confidential Information in doing so.

(d) If any provision of this Agreement is determined by a court of competent jurisdiction to constitute an impermissible restraint on trade in violation of 15 O.S. § 217, such provision shall be deemed void and severable to the extent of such violation, and the remaining provisions of this Agreement shall remain in full force and effect.

13. REPRESENTATIONS AND WARRANTIES

13.1 Authority. Each Party represents and warrants that:

(a) it has full legal power, authority, and capacity to execute, deliver, and perform this Agreement;

(b) the execution and performance of this Agreement has been duly authorized by all necessary corporate, partnership, or organizational action;

(c) this Agreement constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms;

(d) the execution, delivery, and performance of this Agreement will not violate or conflict with any other agreement, obligation, or order by which such Party is bound; and

(e) the person executing this Agreement on behalf of such Party is duly authorized to do so.

13.2 Right to Disclose. Each Party represents and warrants that it has the legal right to disclose the Confidential Information that it provides to the other Party and that such disclosure does not violate the rights of any third party.

13.3 No Warranty as to Accuracy. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF:

(a) ACCURACY, COMPLETENESS, OR RELIABILITY;

(b) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;

(c) NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; OR

(d) FREEDOM FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES ARISING FROM THE USE OF OR RELIANCE ON CONFIDENTIAL INFORMATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

13.4 Compliance with Laws. Each Party represents and warrants that it shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the receipt, storage, use, and disclosure of Confidential Information, including the OKUTSA, the DTSA, the Oklahoma Security Breach Notification Act, 15 O.S. §§ 217-219B (restrictions on restraints of trade), and all applicable export control and sanctions laws.

13.5 Survival. The representations and warranties set forth in this Section 13 shall survive the expiration or termination of this Agreement.

14. INDEMNIFICATION

14.1 Indemnification by Receiving Party. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its Affiliates, and their respective directors, officers, members, managers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to:

(a) any breach of this Agreement by the Receiving Party or any of its Representatives;

(b) any unauthorized use, disclosure, or misappropriation of Confidential Information by the Receiving Party or any of its Representatives; or

(c) any violation of applicable law by the Receiving Party in connection with Confidential Information, including any failure to comply with the Oklahoma Security Breach Notification Act.

14.2 Indemnification Procedures. The Indemnified Party shall:

(a) provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought;

(b) grant the indemnifying Party sole control over the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if the settlement would impose any obligation or liability on the Indemnified Party; and

(c) provide reasonable cooperation to the indemnifying Party in the defense of such claim, at the indemnifying Party's expense.

14.3 Failure to Notify. The failure to provide prompt notice under Section 14.2(a) shall not relieve the indemnifying Party of its obligations hereunder except to the extent that the indemnifying Party is materially prejudiced by such failure.

15. GENERAL PROVISIONS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict-of-laws principles. The Parties agree that the OKUTSA (78 O.S. §§ 85-94), 15 O.S. §§ 217-219B (restraint of trade), and the DTSA (18 U.S.C. §§ 1836-1839) shall apply to all relevant matters arising under this Agreement.

15.2 Jurisdiction and Venue. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, Oklahoma (e.g., Oklahoma County, Tulsa County, or Cleveland County), for any action, suit, or proceeding arising out of or relating to this Agreement. Each Party waives any objection to venue or forum non conveniens with respect to such courts.

15.3 Arbitration.

(a) Except for actions seeking injunctive or other equitable relief under Section 9.2, any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by [________________________________] (e.g., the American Arbitration Association or JAMS) under its Commercial Arbitration Rules in effect at the time of filing.

(b) The arbitration shall be conducted by a single neutral arbitrator in [________________________________], Oklahoma.

(c) The proceedings, including the arbitral award, shall be confidential and subject to the confidentiality provisions of this Agreement.

(d) Judgment on the award may be entered in any court of competent jurisdiction in the State of Oklahoma.

(e) The arbitrator shall have the authority to award any remedy available under this Agreement or applicable law, including injunctive relief and damages, but shall not issue any award that would constitute a restraint on trade prohibited by 15 O.S. § 217.

15.4 Jury Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.5 Assignment. Neither Party may assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without such consent to:

(a) an Affiliate of such Party; or

(b) a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of such Party's assets (subject to the exception in 15 O.S. § 218 regarding sale of goodwill);

provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any attempted assignment in violation of this Section 15.5 shall be null and void.

15.6 Amendment and Waiver. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and signed by authorized representatives of both Parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default, nor shall any waiver be deemed a continuing waiver. No delay or failure to exercise any right or remedy shall operate as a waiver thereof.

15.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable -- including any provision that is determined to constitute an impermissible restraint on trade under 15 O.S. § 217 -- the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the Parties' original intent. The Parties specifically agree that this severability clause is essential to the enforcement of this Agreement under Oklahoma law.

15.8 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect to such subject matter. Each Party acknowledges that it has not relied on any statement, representation, or promise not expressly contained in this Agreement.

15.9 Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including PDF, facsimile, and reliable electronic signature platforms (e.g., DocuSign, Adobe Sign), shall be deemed original signatures for all purposes, in accordance with the Oklahoma Uniform Electronic Transactions Act, 12A O.S. §§ 15-101 through 15-121, and the federal ESIGN Act, 15 U.S.C. § 7001 et seq.

15.10 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) upon receipt, if delivered personally;

(b) one (1) business day after deposit with a nationally recognized overnight courier service;

(c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or

(d) upon confirmed receipt (excluding automated replies), if sent by email;

addressed to the respective Party at the address set forth below or to such other address as a Party may designate by written notice:

If to Party A:
[________________________________]
[________________________________]
[________________________________], Oklahoma [____]
Attn: [________________________________]
Email: [________________________________]

If to Party B:
[________________________________]
[________________________________]
[________________________________], [____] [____]
Attn: [________________________________]
Email: [________________________________]

15.11 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner.

15.12 Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than payment obligations, if any) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, strikes, labor disputes, governmental action, power or internet outages, or other force majeure events, provided the affected Party uses diligent efforts to resume performance as soon as practicable and provides prompt written notice to the other Party.

15.13 Construction. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. As used in this Agreement, "including" means "including but not limited to," and the singular includes the plural and vice versa. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party.

15.14 Third-Party Beneficiaries. Except as expressly set forth in Section 14.1, this Agreement is not intended to confer any rights or remedies upon any person or entity other than the Parties and their permitted successors and assigns.

15.15 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

16. OKLAHOMA-SPECIFIC PROVISIONS

16.1 Oklahoma Uniform Trade Secrets Act (OKUTSA).

(a) Statutory Citation. The OKUTSA is codified at 78 O.S. §§ 85-94. Oklahoma adopted the Uniform Trade Secrets Act in 1986 (Laws 1986, ch. 85, effective November 1, 1986).

(b) Trade Secret Definition. Under 78 O.S. § 86(4), a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that 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 is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(c) Improper Means. Under 78 O.S. § 86(1), "improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

(d) Injunctive Relief. Under 78 O.S. § 87, actual or threatened misappropriation may be enjoined. The injunction shall be terminated when the trade secret has ceased to exist, but may be continued for an additional reasonable period to eliminate commercial advantage. In exceptional circumstances, the court may order continued use upon payment of a reasonable royalty.

(e) Damages. Under 78 O.S. § 88, damages may include both the actual loss and unjust enrichment. A reasonable royalty may be imposed in lieu of such damages. If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not to exceed twice (2x) the damages awarded.

(f) Attorneys' Fees. Under 78 O.S. § 89, reasonable attorneys' fees may be awarded to the prevailing party if a claim is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists.

(g) Preservation of Other Remedies. Under 78 O.S. § 92, the OKUTSA does not affect contractual or other civil remedies not based upon misappropriation, and does not affect the duty of any person to disclose information as required by law.

16.2 Statute of Limitations. Under 78 O.S. § 91, an action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. A continuing misappropriation constitutes a single claim. The federal DTSA provides a separate three (3) year statute of limitations under 18 U.S.C. § 1836(d).

16.3 Federal DTSA Overlay. In addition to rights under the OKUTSA, each Party retains all rights and remedies under the federal Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839, including the right to bring a civil action in federal court for trade secret misappropriation related to a product or service used in, or intended for use in, interstate or foreign commerce.

16.4 Oklahoma Restraint of Trade Law -- Critical Compliance.

(a) General Prohibition. Under 15 O.S. § 217, "every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind" is void to that extent. This is one of the broadest anti-non-compete statutes in the United States.

(b) Limited Exceptions. The only statutory exceptions to the general prohibition are:

☐ Sale of Goodwill (15 O.S. § 218): A person who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business within a specified county and any counties contiguous thereto, or within a specified municipality, so long as the buyer, or any person deriving title to the goodwill from the buyer, carries on a like business therein.

☐ Dissolution of Partnership/Business Entity (15 O.S. § 219): Partners in a dissolved partnership (or members of a dissolved LLC or other entity) may agree that all or any of them will not carry on a similar business within a reasonable geographic area where the partnership business has been transacted.

☐ Non-Solicitation Agreements (15 O.S. §§ 219A and 219B): Employers may enter into agreements with employees that, upon termination of employment, prohibit the employee from directly soliciting the sale of goods, services, or a combination thereof from the established customers of the former employer. Non-solicitation agreements are the primary permitted restrictive covenant in the employment context.

(c) Impact on NDA Drafting. Because of Oklahoma's strong anti-competition policy, this Agreement has been carefully drafted to:

☐ Restrict only the use and disclosure of Confidential Information, not competitive activities;

☐ Avoid any provision that could be interpreted as a de facto non-compete;

☐ Include express carve-outs confirming each Party's right to compete (Section 4.7, Section 12.4);

☐ Limit non-solicitation to direct solicitation of established customers, consistent with 15 O.S. § 219A;

☐ Include robust severability provisions (Section 15.7) to ensure that any provision found to violate 15 O.S. § 217 is severed without invalidating the entire Agreement.

(d) Court Interpretation. Oklahoma courts have generally upheld NDAs that are properly limited to protecting trade secrets and confidential information, distinguishing them from impermissible non-compete agreements. However, courts will scrutinize NDAs that are overbroad in defining Confidential Information or that effectively prevent a party from competing by restricting the use of information necessary to engage in a lawful business. See, e.g., Loewen Group International, Inc. v. Haberichter, 1995 OK 63, 912 P.2d 306.

16.5 Non-Solicitation Compliance (15 O.S. §§ 219A and 219B).

(a) Under 15 O.S. § 219A, a person who has agreed with an employer not to compete may still engage in the same or similar business as the former employer, so long as the former employee does not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the former employer.

(b) Under 15 O.S. § 219B, as amended, non-solicitation agreements may include restrictions on soliciting customers, business contacts, and referral sources, provided such restrictions are reasonable in scope and duration.

(c) Any non-solicitation restrictions in this Agreement are intended to comply with and be interpreted consistently with 15 O.S. §§ 219A and 219B.

16.6 Data Breach Notification Obligations.

(a) If Confidential Information exchanged under this Agreement includes Personal Information of Oklahoma residents, and a breach of the security of a system (as defined in 24 O.S. § 162) occurs, the Party in possession of such information shall comply with all notification requirements under the Oklahoma Security Breach Notification Act, 24 O.S. §§ 161-166.

(b) Under 24 O.S. § 163, notification must be provided to affected Oklahoma residents without unreasonable delay, and to the Oklahoma Attorney General if the breach affects more than the thresholds specified in the statute.

(c) The Oklahoma legislature amended the Security Breach Notification Act in 2025 (SB 626, effective January 1, 2026), expanding notification requirements. The Parties shall comply with the most current version of the statute.

(d) Each Party shall promptly notify the other Party upon discovery of any breach or suspected breach affecting the other Party's Confidential Information, and the Parties shall cooperate in investigating and remediating such breach.

16.7 Energy and Natural Resources Considerations. If the Permitted Purpose relates to oil and gas, energy, mining, or other natural resources operations conducted in Oklahoma, the Parties acknowledge that:

(a) geological, geophysical, seismic, and other exploration data may constitute Trade Secrets entitled to protection under the OKUTSA;

(b) the Oklahoma Corporation Commission may require disclosure of certain information in connection with regulatory filings, and such required disclosures are permitted under Section 6.2;

(c) proprietary reservoir engineering data, production forecasts, and lease information are commonly recognized as protectable trade secrets under Oklahoma law; and

(d) Confidential Information relating to Oklahoma energy operations may be subject to additional confidentiality requirements under rules of the Oklahoma Corporation Commission.

16.8 Preservation of Secrecy. In any action under this Agreement, the court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing records, and ordering persons involved in the litigation not to disclose the alleged trade secret without prior court approval, consistent with 78 O.S. § 90.

17. SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above.

PARTY A:

PARTY B:

EXHIBIT A - DESCRIPTION OF PERMITTED PURPOSE

[________________________________]

[Describe in detail the Permitted Purpose, including the nature of the proposed transaction, project, or business relationship, the types of Confidential Information expected to be exchanged, and any limitations on the scope of the information exchange.]

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is intended as a starting point for a mutual non-disclosure agreement governed by Oklahoma law. Oklahoma has unique restrictions on restrictive covenants, including a near-total ban on non-compete agreements under 15 O.S. § 217. You must have this document reviewed, customized, and approved by a qualified attorney licensed in the State of Oklahoma before execution to ensure compliance with Oklahoma's restraint-of-trade laws. Laws change frequently, and this template may not reflect the most current statutory requirements. Do not use this template without professional legal review. Neither the provider of this template nor the platform on which it is hosted assumes any liability for the use of this template.

Template prepared for use on ezel.ai -- Last updated: 2026-02-27