Make a Oklahoma Non-Compete Agreement

Applicable State Laws - O.S. 15 § 219A 

While Oklahoma law non-compete agreements are technically legal, they are generally disfavored by the courts and often struck down as invalid because of public policy. Any contract that restricts someone from engaging in a lawful profession is void. However, there are two exceptions to this:

1. A non-compete may be enforceable during the sale of an LLP, LLC, or other business' goodwill so that the seller agrees that they will not compete with the buyer.
2. A non-compete may be enforceable when a partnership is dissolved so that neither partner may continue in a similar business capacity; for example, selling the same combination of goods or the sale of goods to previous clients under a new business name.

Even then, the time and geographic scope must be narrowly defined.

Protect your Oklahoma business by also using an Oklahoma non-disclosure agreement form. Download an Oklahoma non-disclosure agreement form now!

How to Write an Oklahoma Non-Compete Agreement

If you decide to write your own Oklahoma non-compete agreement, keep in mind that courts often disfavor them and find them invalid except in very limited circumstances. It is extremely important that you seek legal advice. The following clauses are generally used when writing a non-compete agreement:

• Purpose. This clause explains the purpose of the contract: to protect the confidential information of the business. It is also used to identify the parties and their roles in the contract. The effective date is provided as well.
• Non-compete. This clause explains the restrictions the other party must adhere to related to time, geographic area, working for general or specific competitors performing general or specific business activities, and non-solicitation of customers, clients, and employees.
• Time period. This clause explains when the time period restriction begins: either when the employment relationship begins or when the relationship is terminated.
• Purchase option. This option states whether your business will allow the signing party to buy their way out of the contract. If so, the specific amount they must pay is listed in this clause.
• Jurisdiction. This clause states that the agreement is subject to the laws of the State of Oklahoma.
• Confidential information. This clause defines "confidential information" as any and all technical and non-technical information that may be provided by your business including, but not limited to, any data or other proprietary information related to your products, inventions, plans, methods, processes, developmental or experimental products, intellectual property, software, databases, customer lists, vendor or supplier lists, marketing methods, reports, business plans, financial information, or other information regarding your business or any of your clients, consultants or customers that is or may be provided to the signing party under the terms of this agreement.
• Permitted disclosure. This clause explains when confidential information may be disclosed without violating the non-compete agreement. Common inclusions under this clause are your business providing written consent for the release of specific information to the public, the signing party discovers something without a breach of another party, or information is released to the public through no fault of the signing party.
• Confidentiality. This clause states that the signing party understands that the information they may access is confidential. They agree they will not directly or indirectly disclose it to another party unless they receive written consent from the business. They also agree that they will not use the software for any reason except to help your business unless they receive written consent from the business.
• Consultants and employees bound. This clause explains that the agreement binds both consultants and employees to keep any information they receive confidential. It also states that they are both on a need-to-know-basis when it comes to accessing the information.
• Return of materials. This clause states that when the relationship between the parties terminates or when otherwise requested by the business, the signing party is required to return any documents and other tangible items that represent the confidential information of the business as well as any copies that exist. This should be done as soon as possible. The clause also states that the business will notify the signing party if there is an unauthorized loss of confidential information.
• Remedies. This clause explains the legal remedies the business is entitled to pursue under Oklahoma law if the signing party does not honor their obligations according to the contract terms. Examples include the recovery of court costs and reasonable attorney fees, the award of a temporary restraining order or preliminary injunction against the unauthorized use of information, etc., as well as all other remedies available under Oklahoma law or as a matter of equity.
• Choice of law. This clause states that the parties choose Oklahoma law to govern the agreement as well as any disputes that may arise from it.
• Entire agreement. This clause is the final clause in the non-compete agreement. It states that if the parties wish to amend the agreement, they must do so in writing and the amendment must be signed by both parties.

Each party must sign and print their name. Each signature must be dated. Once the agreement is executed, each party should receive a copy of the document for their records.