Oklahoma Non-Compete Agreements

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This presentation discusses the basics of Oklahoma non-compete agreements.

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Oklahoma Non-Compete Agreements

  1. 1. Non Disclosure and Non Compete Agreements The ties that bind us. sjr@shawnjroberts.comThursday, January 27, 2011
  2. 2. The LawThursday, January 27, 2011
  3. 3. The Law •A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer.Thursday, January 27, 2011
  4. 4. The Law •A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer.Thursday, January 27, 2011
  5. 5. The Law •A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer. •B. Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable.Thursday, January 27, 2011
  6. 6. The Law •A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer. •B. Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable.Thursday, January 27, 2011
  7. 7. The Law •A. A person who makes an agreement with an employer, whether in writing or verbally, not to compete with the employer after the employment relationship has been terminated, shall be permitted to engage in the same business as that conducted by the former employer or in a similar business as that conducted by the former employer as long as the former employee does not directly solicit the sale of goods, services or a combination of goods and services from the established customers of the former employer. •B. Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable. Title 15 O.S. sec. 291A.Thursday, January 27, 2011
  8. 8. A couple of exceptions . . . . One who sells the goodwill of a business may agree Partners may, upon or in anticipation of a dissolution of the partnership Partners may, upon or in anticipation of a dissolution of the partnership, agree that none of them will carry on a similar business within a specified county and any county or counties contiguous thereto, or a specified city or town or any part thereof.Thursday, January 27, 2011
  9. 9. NON COMPETE VS. NON DISCLOSURE Protecting Investment vs. Protecting InformationThursday, January 27, 2011
  10. 10. WHILE A NONCOMPETE IS PROBABLY NOT ENFORCEABLE . . . reasonable NON DISCLOSURE PROVISIONS USUALLY are ENFORCEABLE, in the employment setting and elsewhereThursday, January 27, 2011
  11. 11. NON DISCLOSURE A non-disclosure agreement, also known as a confidentiality agreement, confidential disclosure agreement, proprietary information agreement, or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties.Thursday, January 27, 2011
  12. 12. NON DISCLOSURE A non-disclosure agreement, also known as a confidentiality agreement, confidential disclosure agreement, proprietary information agreement, or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. there are unilateral NDAs, many of the same principles applyThursday, January 27, 2011
  13. 13. NON DISCLOSURE A non-disclosure agreement, alsoa knowncompanyprior toto for instance, when a as a wants disclose product for review confidentiality agreement, confidential disclosure agreement, release proprietary information agreement, or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. there are unilateral NDAs, many of the same principles applyThursday, January 27, 2011
  14. 14. NON DISCLOSURE A non-disclosure agreement, alsoa knowncompanyprior toto or to allow use of a company’s for instance, when a as a wants disclose product for review information confidentiality agreement, confidential disclosure agreement, release proprietary information agreement, or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. there are unilateral NDAs, many of the same principles applyThursday, January 27, 2011
  15. 15. SAMPLE LANGUAGEThursday, January 27, 2011
  16. 16. SAMPLE LANGUAGE Non-Disclosure. Except when directed in writing to do otherwise by Employer, and except as required by law, court order or subpoena, Employee shall keep confidential and shall not divulge to any other person or entity, during the term of this Agreement or at any time thereafter, any Confidential Information.Thursday, January 27, 2011
  17. 17. Thursday, January 27, 2011
  18. 18. “Confidential Information” means proprietary business information, Trade Secrets and/or other confidential information regarding Employer or any of its clients, including, without limitation, attorney/client communications which (i) have not otherwise become public knowledge, (ii) were not already known to Employee or learned by Employee from independent and unrestricted sources prior to the Effective Date, and (iii) have not been disclosed by Employer to others without substantial restriction on further disclosure. “Trade Secrets” means any proprietary information not generally known in the industry in which Employer or its clients are engaged or may become engaged, including, without limitation, information relating to Employer’s or its clients’ business affairs, finances, properties, methods of operation, software developed by Employer or its clients, submission and proposal procedures of Employer, Employer’s client or contact lists, commercial information supplied to Employer by Employer’s clients, and other confidential information respecting the business or affairs of Employer or its clients. Employee acknowledges and agrees that the business and good will of Employer depends upon its keeping such Confidential Information confidential.Thursday, January 27, 2011
  19. 19. POINT OF CLARIFICATION Calling information a “trade secret” does not make it so, there is a specific definition of “trade secret” under Oklahoma law:Thursday, January 27, 2011
  20. 20. a. derives independent economic value, actual or potential, from not being generally known POINT OF CLARIFICATION to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and Calling information a “trade secret” does not make it so, there is a specific definition of “trade secret” under Oklahoma law:Thursday, January 27, 2011
  21. 21. a. derives independent economic value, actual or potential, from not being generally known POINT OF CLARIFICATION to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and Calling information a “trade secret” does not make it so, there is a specific definition of “trade secret” under Oklahoma law: b. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.Thursday, January 27, 2011
  22. 22. PARTICULAR AREA OF CAUTIONThursday, January 27, 2011
  23. 23. PARTICULAR AREA OF CAUTION Agreeing to an NDA and then living to regret it . . . because your business is restrictedThursday, January 27, 2011
  24. 24. THE OVERLY BROAD NDA ClickThursday, January 27, 2011
  25. 25. What if there is not a written agreement? Policy Manual Trade Secrets tortious interference with business/contractThursday, January 27, 2011
  26. 26. What can an Employer do?Thursday, January 27, 2011
  27. 27. A level of specificity and solid definition of what is covered is protection for both sidesThursday, January 27, 2011
  28. 28. THOUGHTS FOR EMPLOYERSThursday, January 27, 2011
  29. 29. THOUGHTS FOR EMPLOYERS Make confidentiality agreements a matter of standard practiceThursday, January 27, 2011
  30. 30. THOUGHTS FOR EMPLOYERS Make confidentiality agreements a matter of standard practiceThursday, January 27, 2011
  31. 31. THOUGHTS FOR EMPLOYERS Make confidentiality agreements a matter of standard practice Keep the agreements as uniform as possibleThursday, January 27, 2011
  32. 32. THOUGHTS FOR EMPLOYERS Make confidentiality agreements a matter of standard practice Keep the agreements as uniform as possibleThursday, January 27, 2011
  33. 33. THOUGHTS FOR EMPLOYERS Make confidentiality agreements a matter of standard practice Keep the agreements as uniform as possible Be reasonable in your demands; its easier to enforceThursday, January 27, 2011
  34. 34. THOUGHTS FOR EMPLOYERSThursday, January 27, 2011
  35. 35. THOUGHTS FOR EMPLOYEESThursday, January 27, 2011
  36. 36. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activitiesThursday, January 27, 2011
  37. 37. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activitiesThursday, January 27, 2011
  38. 38. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activities ➡be aware of the obligations you will have post employment/contractThursday, January 27, 2011
  39. 39. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activities ➡be aware of the obligations you will have post employment/contractThursday, January 27, 2011
  40. 40. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activities ➡be aware of the obligations you will have post employment/contract ➡Do not put yourself in a compromising situationThursday, January 27, 2011
  41. 41. THOUGHTS FOR EMPLOYEES ➡Consider the impact of an agreement on outside activities ➡be aware of the obligations you will have post employment/contract ➡Do not put yourself in a compromising situationThursday, January 27, 2011
  42. 42. If it looks bad and feels bad it might be . . . badThursday, January 27, 2011
  43. 43. IF YOU WANT TO CONTACT ME. . . .Thursday, January 27, 2011
  44. 44. IF YOU WANT TO CONTACT ME. . . . sjr@shawnjroberts.com 405.562.7371Thursday, January 27, 2011

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