Attorney-Verified Non-disclosure Agreement Form for the State of Oklahoma

Oklahoma Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ____ day of ______________, 20____, by and between ________________________________________________________________________ (hereinafter referred to as "Disclosing Party"), whose address is ___________________________________________________________________________________, and ________________________________________________________________________ (hereinafter referred to as "Receiving Party"), whose address is ___________________________________________________________________________________.

WHEREAS, the Disclosing Party possesses certain information that is confidential and proprietary in nature (hereinafter referred to as "Confidential Information"); and

WHEREAS, the Disclosing Party is willing to disclose the Confidential Information to the Receiving Party for the purpose of ________________________________________________________, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both parties agree as follows:

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Confidential Information does not include information that: (a) is now or subsequently becomes publicly available without breach of this Agreement by the Receiving Party; (b) the Receiving Party can demonstrate to have had rightfully in its possession prior to the date of disclosure; (c) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party; or (d) the Receiving Party lawfully receives from a third party free of any obligation to keep it confidential.
3. Non-Disclosure and Non-Use Obligations. The Receiving Party agrees to hold and maintain the Confidential Information in strict confidence. Moreover, the Receiving Party agrees not to disclose, publish, or otherwise reveal any of the Confidential Information received from the Disclosing Party to anyone except with the specific prior written authorization of the Disclosing Party or as expressly permitted by this Agreement. The Receiving Party further agrees not to use any Confidential Information for any purpose other than the purpose stated in this Agreement.
4. Duration of the NDA. The obligations of this Agreement shall survive _____ (insert number of years) years after the disclosure of the Confidential Information or if earlier until such Confidential Information falls into the public domain through no fault of the Receiving Party.
5. Return of Confidential Information. Upon the termination of this Agreement, or upon Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies (whether in written, electronic, or other form) of Confidential Information received from the Disclosing Party, except as required to comply with any law, regulation, or valid administrative or judicial process.
6. 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 provisions. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Oklahoma.
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
8. Amendment and Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.
9. Severability. If any term, covenant, condition, or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, condition, or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition, and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
10. 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.

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

Disclosing Party: _______________________________

By: ____________________________________________

Title: __________________________________________

Date: ___________________________________________

Receiving Party: ________________________________

By: ____________________________________________

Title: __________________________________________

Date: ___________________________________________