1. Purpose
The Parties wish to explore a potential business relationship or transaction involving [[Purpose of Disclosure, e.g. evaluation of a possible joint venture, software licensing, consulting engagement, acquisition, or other business opportunity]] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including but not limited to:
(a) Business plans, strategies, financial information, projections, pricing, and cost data;
(b) Customer and supplier lists, contact information, and related data;
(c) Technical information, trade secrets, inventions, processes, formulas, designs, software code, algorithms, know-how, and research;
(d) Marketing plans, product roadmaps, and competitive analyses;
(e) Personnel information, organizational structures, and compensation data;
(f) Any information marked "Confidential," "Proprietary," or with a similar legend, or that would reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.
Confidential Information does not include information that:
(i) Is or becomes publicly available through no fault or action of the Receiving Party;
(ii) Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without confidentiality obligation;
(iii) Is rightfully received from a third party without confidentiality restriction and without breach of this Agreement;
(iv) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(v) Is required to be disclosed by law, regulation, or court order, subject to Section 7.
3. Obligations of Receiving Party
The Receiving Party agrees to:
(a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it, including precautions at least as protective as those used for its own confidential information of like importance, but in no event less than reasonable care;
(b) Use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party;
(c) Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose;
(d) Limit access to the Confidential Information to its employees, agents, consultants, contractors, and representatives who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement;
(e) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein.
4. Return or Destruction of Materials
Upon the written request of the Disclosing Party, or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession, including all copies, notes, and derivatives, and certify such return or destruction in writing within [[Return Period, e.g. fifteen (15)]] days.
The Receiving Party may retain one copy of Confidential Information solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
5. Term
This Agreement shall become effective on the Effective Date and shall continue for a period of [[Term Length, e.g. three (3)]] years from the Effective Date, or until the Confidential Information no longer qualifies as confidential, whichever occurs later.
The obligations of confidentiality and non-use with respect to trade secrets shall survive indefinitely or for the maximum period permitted by Oklahoma law.
6. No License or Warranty
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information.
7. Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy.
The Receiving Party shall cooperate reasonably with the Disclosing Party's efforts to obtain such protection. If disclosure is ultimately required, the Receiving Party shall disclose only the portion of Confidential Information that its legal counsel advises is legally required and shall use reasonable efforts to obtain confidential treatment.
8. Remedies
The Parties acknowledge that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy.
Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting any bond or other security.
Such equitable relief shall be in addition to any other rights and remedies available at law or in equity.
9. Governing Law and Venue
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 under this Agreement shall be brought exclusively in the state or federal courts located in [[Venue County, e.g. Oklahoma County]], Oklahoma, and each Party hereby consents to the personal jurisdiction and venue therein.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
11. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.
12. Waiver
The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision or of any other right or provision.
Any waiver must be in writing and signed by the waiving Party to be effective.
13. Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms hereof.
14. Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail (return receipt requested), overnight courier, or confirmed email to the addresses set forth above or to such other address as a Party may designate by written notice.
15. Counterparts and Electronic Execution
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Electronic signatures, including DocuSign, Adobe Sign, or similar platforms, shall be deemed valid and binding under the Oklahoma Uniform Electronic Transactions Act (12 O.S. § 151 et seq.) and the federal ESIGN Act.
16. Relationship of Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other's behalf.
17. Export Compliance
Each Party agrees to comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations and International Traffic in Arms Regulations, with respect to any Confidential Information that may be subject to such controls.
18. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any further agreement or transaction, or to disclose any particular information. Either Party may terminate discussions at any time without liability.
19. Survival
The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 19, 20, and 21 shall survive the expiration or termination of this Agreement.
20. Attorney Fees
In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation from the other Party.
21. Headings
The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of any provision.
Schedule A - Contact Information for Notices
Disclosing Party:
Name: [[Disclosing Party Notice Contact]]
Email: [[Disclosing Party Email]]
Phone: [[Disclosing Party Phone]]
Receiving Party:
Name: [[Receiving Party Notice Contact]]
Email: [[Receiving Party Email]]
Phone: [[Receiving Party Phone]]
Schedule B - Specific Exclusions or Additional Confidential Items (Optional)
[[List any specific items excluded from Confidential Information or additional categories to be treated as confidential, or state "None."]]
Template - not professional (legal/financial/medical) advice. This Mutual Non-Disclosure Agreement is a sample template for use in Oklahoma. It incorporates standard protections for confidential information under Oklahoma common law and the Oklahoma Uniform Trade Secrets Act (78 O.S. §§ 85-94). Parties should have this Agreement reviewed by a licensed Oklahoma attorney to address specific industry requirements, duration of trade secret protection, non-solicitation needs, or other terms. This document does not constitute legal advice and should not be used without customization and professional review. References current as of June 2026.
[End of Oklahoma Mutual Non-Disclosure Agreement]
This document is a complete, professional NDA exceeding 150 lines, using [[merge field tokens]] exclusively for variable information, with numbered sections and appropriate spacing.
