Oklahoma employee nda template

Oklahoma Employee Non-Disclosure Agreement

This Oklahoma Employee Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Employer”), and [Employee Full Name], residing at [Employee Address] (“Employee”).

1. Definition of Confidential Information

Confidential Information means any and all information of the Employer that is not generally known to the public and that derives 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. This includes, but is not limited to:

• Proprietary technical data, inventions, methods, software code, source documents.
• Business strategies, research and development, sales and marketing plans.
• Customer and vendor lists, contracts, pricing information.
• Employee or HR records, financial statements.
• Know-how, operational procedures, training materials.
• Any non-public information disclosed verbally, in writing, digitally, or visually.

2. Exclusions from Confidential Information

The obligations under this agreement shall not apply to the following information:

• Information already in the public domain, and not made public through breach of this agreement.
• Information lawfully known to the Employee prior to its disclosure by the Employer.
• Information independently developed by the Employee without reference or access to the Employer’s Confidential Information.
• Information lawfully received from a third party with no duty of confidentiality.
• Information required to be disclosed by Oklahoma or federal law, valid subpoena, or court order, provided the Employee gives prompt written notice to the Employer to permit protective action.

3. Permitted and Prohibited Uses

• Permitted Uses:
• The Employee may use the Confidential Information solely for the benefit of the Employer and only to the extent necessary to perform their assigned job duties.
• Use is strictly limited to business operations and objectives expressly authorized by the Employer.
• Prohibited Uses:
• The Employee shall not use the Confidential Information for personal gain.
• The Employee shall not use the Confidential Information for the benefit of any competitor of the Employer.
• The Employee shall not use the Confidential Information for any unauthorized third-party purpose.
• The Employee shall not transfer, modify, reverse engineer, reproduce, or disseminate the Confidential Information in any form without prior written consent from the Employer.

4. Employee Obligations

The Employee agrees to:

• Implement reasonable, job-appropriate safeguards to prevent unauthorized access to or disclosure of the Confidential Information.
  • This includes following Oklahoma-adapted workplace policies for:
  • Locking files.
  • Securing passwords.
  • Restricting document sharing.
  • Reporting suspicious activity.
• Notify the Employer immediately upon becoming aware of any suspected or actual unauthorized access to or disclosure of the Confidential Information.

5. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: As long as the information remains confidential under Oklahoma Uniform Trade Secrets Act (OUTSA) standards, as defined in Okla. Stat. tit. 78 § 85 et seq.
• Option B: For a period of [Number] years following the termination of the Employee's employment with the Employer.
• Specific Categories:
  • Trade Secrets: Trade secrets shall remain protected for as long as they meet the legal definition under the OUTSA.
  • All Other Confidential Information: [Specify duration if different from above]

6. Post-Employment Obligations

Upon termination of employment, the Employee shall:

• Immediately return or destroy all physical and electronic Confidential Information in their possession or control.
• Delete all Confidential Information from any personal devices.
• Provide certification of compliance with this section upon the Employer’s request.

7. Notification of Unauthorized Disclosure

The Employee shall promptly notify the Employer in writing of any suspected or actual unauthorized disclosure or data breach involving the Confidential Information and shall cooperate fully in investigating and remedying the incident.

8. Remedies for Breach

In the event of a breach of this Agreement, the Employer shall be entitled to:

• Prompt injunctive relief, as permitted by Oklahoma courts.
• Liquidated damages (if applicable and enforceable under Oklahoma law): [Dollar Amount]. *Note: Liquidated damages must be a reasonable estimate of the anticipated harm.*
• Actual damages.
• Reimbursement of attorney's fees.
• Indemnification for losses directly attributable to the wrongful disclosure.

9. Dispute Resolution

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

• Direct Negotiation: The parties shall first attempt to resolve the dispute through direct negotiation.
• Mediation: If direct negotiation is unsuccessful, the parties shall submit to mediation with an Oklahoma mediator.
• Arbitration/Litigation:
  • Option A: Binding arbitration in Oklahoma, in accordance with the rules of the American Arbitration Association.
  • Option B: Litigation in state or federal courts located within Oklahoma.
• 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 waive any right to a jury trial to the extent such waiver is valid under Oklahoma law.

10. Compliance with Oklahoma Uniform Trade Secrets Act

This Agreement is intended to comply with the Oklahoma Uniform Trade Secrets Act, Okla. Stat. tit. 78 § 85 et seq. The parties acknowledge and agree that the Confidential Information constitutes trade secrets as defined under Oklahoma law.

11. Ownership of Developments

All work product, developments, inventions, and intellectual property created by the Employee during their employment with the Employer that relate to the Confidential Information shall be the sole and exclusive property of the Employer. The Employee hereby assigns all right, title, and interest in such work product to the Employer.

12. Limitations of Liability

To the extent permitted by Oklahoma law, neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement. *Note: Waivers violating public policy or statutory protections are prohibited.*

13. Amendment and Waiver

Any amendment or waiver of the terms of this Agreement must be in writing and signed by both parties.

14. At-Will Employment

This Agreement does not modify the at-will employment status of the Employee, unless expressly stated otherwise in a separate written agreement.

15. Industry-Specific Regulations

The Employee acknowledges that the Employer is subject to certain industry-specific regulations in Oklahoma, including [List Relevant Regulations, e.g., Oil & Gas regulations, HIPAA if applicable to healthcare, etc.], and agrees to comply with all applicable requirements related to the protection of Confidential Information under such regulations.

16. Severability

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

17. 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.

18. 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.

19. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, postage prepaid, addressed to the party at the address set forth above or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

20. Acknowledgment

The Employee acknowledges and agrees that compliance with this Agreement is a condition of continued employment with the Employer.

21. Oklahoma Statutory References

This Agreement references certain provisions of Oklahoma law, including, without limitation, the Oklahoma Uniform Trade Secrets Act, Okla. Stat. tit. 78 § 85 et seq.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Full Name]

Signature: ____________________________