Oklahoma mutual nda template

Oklahoma Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date], by and between:

[Disclosing Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC], with its principal place of business at [Business Address], and registered agent at [Registered Agent Address] (if applicable), and email address [Email Address] ("Disclosing Party");

and

[Receiving Party Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC], with its principal place of business at [Business Address], and registered agent at [Registered Agent Address] (if applicable), and email address [Email Address] ("Receiving Party").

Both Disclosing Party and Receiving Party are referred to individually as "Party" and collectively as "Parties".

1. Definition of Confidential Information

Option A: Confidential Information means any and all information disclosed by either Party to the other, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets as defined under the Oklahoma Uniform Trade Secrets Act (OUTSA), business plans, financial records, proprietary processes, designs, customer and supplier lists, technical data, software source code, marketing strategies, internal policies, contracts, drawings, as well as information exchanged in writing, verbally, electronically, or by demonstration, and clear inclusion of information labeled or reasonably understood to be confidential.

Option B: Confidential Information specifically includes, but is not limited to: [List specific types of information to be considered confidential]. Information may be deemed confidential if it is labeled or identified as such at the time of disclosure, or if the circumstances surrounding disclosure would lead a reasonable person to believe the information to be confidential.

2. Exclusions from Confidential Information

Option A: The obligations of this Agreement shall not apply to any information that:

• is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement;
• was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without any obligation of confidentiality;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• is rightfully obtained by the Receiving Party from a third party who has the right to disclose it; or
• is required to be disclosed pursuant to a court order, subpoena, or applicable law, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief in accordance with Oklahoma civil procedure requirements.

Option B: Information shall not be considered Confidential Information if:

• It is in the public domain.
• It was already known to the Receiving Party.
• It was received from a third party without confidentiality obligations.
• Disclosure is legally compelled, with prior notice to the other party.

3. Permitted Use

Option A: The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of [Describe specific purpose, e.g., evaluating a potential business opportunity, performing services under a separate agreement]. The Receiving Party shall not use the Confidential Information for any other purpose, or for its own benefit or the benefit of any third party, without the prior written consent of the Disclosing Party.

Option B: Confidential Information may be used solely for:

• Evaluation of a potential transaction.
• Performance of contractual obligations.
• As explicitly agreed upon in writing by both parties.

4. Protection of Confidential Information

Option A: The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party shall limit access to the Disclosing Party's Confidential Information to its employees, agents, and contractors who have a need to know such information for the Permitted Use and who are bound by obligations of confidentiality at least as restrictive as those contained in this Agreement. The Receiving Party shall implement reasonable administrative, technical, and physical security measures reflecting Oklahoma best practices, including limited access authorization, secure storage (e.g., encryption if electronic, locked cabinets if physical), controlled duplication, supervision of transmission, and prompt reporting of any actual or suspected unauthorized access or breach—include requirements for employee and agent compliance and accountability.

Option B: The Receiving Party agrees to:

• Maintain confidentiality with the utmost care.
• Restrict access to authorized personnel only.
• Implement appropriate security measures to prevent unauthorized disclosure.

5. Term and Termination

Option A: This Agreement shall commence on the date first written above and shall continue in effect for a period of [Number] years. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years, except for trade secrets, which shall be protected for as long as they remain trade secrets under the Oklahoma Uniform Trade Secrets Act (OUTSA).

Option B:

• This Agreement begins on [Date].
• Confidentiality obligations continue for [Number] years after termination.
• Trade secret protection is perpetual as permitted by Oklahoma law.

6. Return of Confidential Information

Option A: Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information in its possession or control, or, at the Disclosing Party's option, destroy all such copies and certify in writing to the Disclosing Party that such destruction has been completed.

Option B: At termination or request:

• All Confidential Information must be returned.
• Alternatively, destruction and certification are required.

7. Breach and Remedies

Option A: The Parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Option B: In case of breach:

• Injunctive relief is available.
• Damages are recoverable.
• The prevailing party receives attorneys' fees and costs.

8. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the Parties. If the Parties are unable to resolve the dispute through negotiation, the dispute shall be submitted to mediation in [City, Oklahoma], in accordance with the rules of the [Mediation Provider, e.g., American Arbitration Association]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Oklahoma], in accordance with the rules of the [Arbitration Provider, e.g., American Arbitration Association]. The laws of the State of Oklahoma shall govern the interpretation and enforcement of this Agreement.

Option B:

• Negotiation is the first step.
• Mediation in Oklahoma is required if negotiation fails.
• Arbitration in Oklahoma follows if mediation fails, governed by Oklahoma law.

9. 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. This Agreement is intended to comply with the Oklahoma Uniform Trade Secrets Act, Oklahoma statutes regarding contracts, privacy, or relevant industry-specific regulations, and clarify that the NDA is not intended to unlawfully restrict employment, violate Oklahoma’s public policy favoring competition, or circumvent whistleblower protections.

10. Exceptions and Permitted Disclosures

Option A: Notwithstanding anything to the contrary in this Agreement, either Party may disclose Confidential Information to its legal, accounting, and tax advisors who are bound by professional obligations of confidentiality. Either Party may also disclose Confidential Information to the extent required by law or regulation, provided that such Party gives the other Party prompt written notice of such required disclosure and cooperates with the other Party in seeking a protective order or other appropriate relief.

Option B:

• Disclosures to professional advisors are permitted.
• Legally required disclosures necessitate prior notice and cooperation.

11. 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.

12. Amendments

No modification or amendment of this Agreement shall be effective unless made in writing and signed by both Parties.

13. Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, in which case the surviving or acquiring entity shall assume all of the obligations of the assigning Party under this Agreement in accordance with Oklahoma corporate law.

14. Severability

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

15. Notices

All notices and other communications hereunder 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 email with confirmation of receipt, to the addresses set forth in the preamble of this Agreement.

16. Electronic Signatures

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. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

17. Authority

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]