A nondisclosure agreement—also known as an NDA, a confidentiality agreement, or a confidential disclosure agreement (CDA)—is a legally enforceable contract between persons or entities who want to share confidential, proprietary information with each other without the other party or parties to the agreement (1) using the information shared for a purpose other than the intended purpose (as defined in the NDA) or (2) sharing the confidential, proprietary information with persons or entities who are not parties to the NDA.
Nondisclosure agreements are generally interpreted and enforced according to the contract law of the state where one or both parties are located, and may governed by the law of the state the parties’ agreed to in a choice of law provision in the NDA.
In Oklahoma, nondisclosure agreements (NDAs) are recognized and enforceable contracts used to protect confidential and proprietary information from being disclosed or used for unauthorized purposes. These agreements are subject to Oklahoma's contract laws, which require that the agreements be entered into by parties with the legal capacity to contract, be for a lawful purpose, have mutual consent, and involve a lawful exchange of consideration. The specific terms of an NDA in Oklahoma will dictate the obligations of the parties, the scope of the confidential information, the duration of the confidentiality obligation, and any exceptions to confidentiality. Additionally, parties to an NDA can include a choice of law provision, which allows them to specify that the laws of a particular state will govern the interpretation and enforcement of the agreement. If no such provision exists, the law of the state where the parties are located or where the NDA was executed will typically apply. It is advisable for parties to consult with an attorney to ensure that the NDA is legally sound and enforceable under Oklahoma law.