Oklahoma nda template

Oklahoma Non-Disclosure Agreement

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

[Disclosing Party Name], located at [Disclosing Party Address], ("Disclosing Party")

and

[Receiving Party Name], located at [Receiving Party Address], ("Receiving Party").

If applicable:

Affiliates of the Disclosing Party may be included in this Agreement and shall be bound by its terms.

1. Purpose of Disclosure

Option A: To evaluate a potential business transaction.

Option B: For [Specific Purpose].

Option C: Related to technical discussions regarding [Subject Matter].

2. Definition of Confidential Information

All information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, 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: [List Specific Examples of Confidential Information].

Exclusions from Confidential Information:

Information that is or becomes publicly available through no fault of the Receiving Party.

Information already known to the Receiving Party prior to disclosure, as evidenced by its records.

Information independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by its records.

Information received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.

3. Obligations of Receiving Party

The Receiving Party agrees to protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

The Receiving Party shall restrict access to the Confidential Information to its employees, contractors, and advisors (collectively, "Representatives") who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose stated in Section 1.

The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Option A: Disclosure to Affiliates is permitted without prior written consent.

Option B: Any such consent shall specify the scope and terms of the permitted disclosure.

4. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue for [Number] years.

Confidentiality Obligations:

Option A: The obligations of confidentiality under this Agreement shall survive termination for [Number] years.

Option B: The obligations of confidentiality under this Agreement shall survive termination perpetually.

5. Permitted Disclosures

The Receiving Party may disclose Confidential Information if required to do so by law, court order, or governmental regulation, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

Option A: Notification must occur at least [Number] days prior to disclosure.

Option B: The Receiving Party shall only disclose the minimum amount of Confidential Information necessary to comply with the requirement.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof, and certify in writing to the Disclosing Party that it has complied with this obligation.

Option A: The Receiving Party may retain one archival copy for legal compliance purposes only.

Option B: Electronic records may be securely deleted in accordance with industry standards.

7. Remedies for Breach

The parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate.

Remedies:

The Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or equity.

The Receiving Party shall be liable for all damages, including consequential damages, resulting from any breach of this Agreement.

Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

8. Representations and Warranties

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

The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party.

9. Ownership of Confidential Information

All Confidential Information disclosed by the Disclosing Party to the Receiving Party shall remain the sole and exclusive property of the Disclosing Party.

Intellectual Property:

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.

Option A: Any derivatives or residuals created by the Receiving Party based on the Confidential Information shall be owned by the Disclosing Party.

Option B: The Receiving Party shall be free to use its general knowledge and experience, including that gained from reviewing Confidential Information, provided it does not intentionally memorize or use any trade secrets of the Disclosing Party.

10. Non-Solicitation/Non-Circumvention (Optional)

Option A: During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not solicit, recruit, or hire any employee or contractor of the Disclosing Party.

Option B: The Receiving Party shall not circumvent the Disclosing Party in any business transaction or opportunity disclosed as part of the Confidential Information.

11. Governing Law and Jurisdiction

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.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County] County, Oklahoma, and each party irrevocably submits to the jurisdiction of such courts.

Note: Oklahoma law governs the enforcement of non-compete covenants; overly broad or restrictive covenants may be unenforceable.

12. Severability

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

13. Assignment

Option A: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Option B: The Disclosing Party may assign this Agreement to a successor in interest.

14. Amendment and Waiver

This Agreement may be amended only by a written instrument signed by both parties.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

15. 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.

16. Oklahoma-Specific Considerations

This Agreement is intended to comply with all applicable Oklahoma laws. Nothing in this Agreement shall be construed to restrict any rights protected by law, including whistleblower rights or the right to report illegal acts.

17. Execution and 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. This Agreement may be executed by electronic signature, which shall have the same force and effect as an original signature.

[Disclosing Party Name]

By: [Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

Date: [Date]

[Receiving Party Name]

By: [Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title]

Date: [Date]

(Optional: Notary Acknowledgment)