Oklahoma consultant nda template

Oklahoma Consultant Nondisclosure Agreement

This Oklahoma Consultant Nondisclosure Agreement (the "Agreement") is made as of this [Date] day of [Month], [Year] by and between [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Discloser"), and [Consultant Name], residing at [Consultant Address] ("Recipient").

1. Definition of Confidential Information

Option A: Broad Definition

"Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or in any other form, that relates to Discloser's business, including but not limited to: proprietary business processes, technical data, trade secrets, client and supplier information, pricing, project-specific deliverables, business strategies, marketing plans, work product generated under the consulting engagement, and all materials provided in oral, written, electronic, or other tangible forms.

Option B: Narrow Definition

"Confidential Information" shall be limited to the following specific items: [List specific items considered confidential, e.g., Client List, Marketing Strategy Document, etc.].

2. Exclusions from Confidential Information

Option A: Standard Exclusions

The obligations under this Agreement shall not apply to information that:

• is or becomes publicly available through no fault of Recipient;
• was known to Recipient prior to disclosure by Discloser, as evidenced by Recipient's pre-existing records;
• is independently developed by Recipient without reference to the Discloser's Confidential Information; or
• is required to be disclosed by law, subpoena, or governmental regulation.

Option B: Disclosure Notice Requirement

In the event Recipient is required to disclose Confidential Information pursuant to a legal or governmental requirement, Recipient shall provide Discloser with prompt written notice of such requirement prior to disclosure, to allow Discloser to seek a protective order or other appropriate remedy.

3. Permitted Use

Option A: Consulting Services Only

Recipient shall use the Confidential Information solely for the purpose of performing the consulting services as described in the scope of work attached hereto as Exhibit A. Recipient shall not use the Confidential Information for personal benefit, for the benefit of any competitor of Discloser, or for any purpose outside the scope of the consulting engagement.

Option B: Reference to Oklahoma Law

Recipient acknowledges its obligations under Oklahoma’s Uniform Trade Secrets Act and agrees to use the Confidential Information only as required for the provision of consulting services as defined in Exhibit A, and will not use or disclose the Confidential Information in any manner that would constitute misappropriation of a trade secret under Oklahoma law.

4. Safeguards

Option A: Reasonable Security Measures

Recipient shall use reasonable and industry-appropriate safeguards to protect the confidentiality of the Confidential Information, including, but not limited to, electronic and physical security measures, password protection, and controlled access. Such measures shall be suitable for the type of information provided.

Option B: Subcontractor Obligations

If Recipient engages any agents or subcontractors in connection with the consulting engagement, Recipient shall ensure that such agents or subcontractors are bound by confidentiality obligations equivalent to those contained in this Agreement.

5. Term

Option A: Standard Term

The confidentiality obligations under this Agreement shall commence on the Effective Date and shall continue during the term of the consulting engagement and for a period of [Number] years following the termination of the consulting engagement.

Option B: Trade Secret Protection

With respect to information deemed to be a "trade secret" under Oklahoma law, the confidentiality obligations under this Agreement shall continue indefinitely.

6. Return or Destruction of Confidential Information

Option A: Upon Termination

Upon the completion or termination of the consulting engagement, or upon Discloser’s written request, Recipient shall immediately return to Discloser all Confidential Information, including all copies, notes, and summaries thereof, or, at Discloser’s option, securely destroy all such information.

Option B: Certification of Destruction

If Recipient destroys the Confidential Information, Recipient shall provide Discloser with a written certification that such destruction has been completed.

7. Notice of Unauthorized Disclosure

Option A: Immediate Notification

Recipient shall immediately notify Discloser in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information, any suspected data breach, or any loss of Confidential Information.

Option B: Cooperation

Recipient shall cooperate fully with Discloser in any investigation or remedial action relating to any unauthorized use or disclosure.

8. Remedies

Option A: Full Liability

Recipient shall be fully liable for any breach of this Agreement by Recipient, its employees, or its third-party contractors. Discloser shall be entitled to all available remedies, including monetary damages, recovery of unjust enrichment, and injunctive relief.

Option B: Injunctive Relief

Discloser shall have the right to seek temporary or permanent injunctive relief in the courts of Oklahoma to prevent any actual or threatened breach of this Agreement, without the necessity of posting a bond. This remedy is in addition to any other remedies available at law or in equity.

9. Dispute Resolution

Option A: Three-Step Process

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall engage in good-faith negotiation to resolve the dispute.
• Second, if the dispute is not resolved through negotiation, the parties shall submit the dispute to non-binding mediation in [City, Oklahoma] before a mutually selected mediator.
• Third, if the dispute is not resolved through mediation, either party may initiate arbitration or litigation in a state court located in the county where Discloser is headquartered.

Option B: 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 law principles. The parties hereby waive any right to assert the defense of forum non conveniens.

10. Oklahoma Law Acknowledgment

Option A: Uniform Trade Secrets Act

The parties acknowledge their awareness of Oklahoma’s Uniform Trade Secrets Act and agree that this Agreement is intended to supplement and not limit any rights or remedies available to Discloser under Oklahoma law.

Option B: Industry-Specific Statutes

The parties acknowledge their awareness of [Specify Relevant Oklahoma Industry-Specific Statutes, e.g., Oklahoma Medical Records Act] and agree to comply with all applicable provisions of such statutes.

11. No Non-Compete

Option A: Explicit Carve-Out

Nothing in this Agreement shall be construed to restrict Recipient’s ability to work in their trade or profession, in accordance with 15 O.S. § 219A. This Agreement only restricts the use and disclosure of Confidential Information.

Option B: Confirmation of Rights

Discloser acknowledges that Oklahoma law disfavors overbroad restrictions on a consultant’s ability to work, and this Agreement is not intended to create any such restriction.

12. No Implied License or Assignment

Option A: Limited License

This Agreement does not grant Recipient any license or right to use the Confidential Information for any purpose other than as expressly set forth herein. No intellectual property rights are assigned to Recipient.

Option B: Retention of Rights

Discloser retains all rights, title, and interest in and to the Confidential Information.

13. Amendment

Option A: Written Amendment Required

Any amendment to this Agreement must be in writing and signed by both parties.

Option B: Specific Amendment Process

All amendments must reference this Agreement and clearly state the specific changes being made.

14. Compliance with Laws

Option A: Data Protection

The parties shall comply with all applicable federal and Oklahoma data protection, privacy, and industry-specific regulations, including, but not limited to, [List Applicable Regulations, e.g., HIPAA, GLBA, Oklahoma’s Breach Notification Act].

Option B: Heightened Security

Recipient shall implement and maintain heightened security measures as required by [Specify Regulations], including [Specific Security Requirements].

15. Professional and Ethical Duties

Option A: Acknowledgment of Duties

Recipient acknowledges their professional and ethical duties as a [Profession, e.g., Certified Public Accountant, Licensed Engineer] licensed in Oklahoma and agrees to comply with all applicable ethical standards.

Option B: Conflict of Interest

Recipient shall promptly notify Discloser of any actual or potential conflict of interest that may arise in connection with the consulting engagement.

16. Miscellaneous

Option A: Standard Clauses

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

By: [Name]

Date: [Date]