Are employee non-compete agreements enforceable in Oklahoma?
No. Oklahoma voids employee non-compete agreements by statute. A contract that restrains someone from exercising a lawful profession, trade, or business is void to that extent, except for the narrowly drawn covenants Oklahoma statutes specifically permit: sale-of-goodwill covenants (§ 218), partnership-dissolution covenants (§ 219), direct solicitation of established customers (§ 219A), and employee anti-raiding clauses (§ 219B).
This makes Oklahoma one of the most employee-protective jurisdictions in the country. Unlike a reasonableness state, Oklahoma does not ask whether a non-compete is reasonable in duration or geography — a covenant that bars a former employee from competing is simply outside the statute and therefore void. Oklahoma courts have applied that rule to strike conventional non-competes as exceeding what § 219A allows .
The U.S. Supreme Court later vacated that 2011 decision on arbitration-procedure grounds, so the void rule's firmest anchors are the statute itself and the Court of Civil Appeals' decision in Autry v. Acosta, Inc., discussed below .
What an Oklahoma employer can protect instead is a defined slice: direct solicitation of established customers, raiding of its workforce, the goodwill it buys when it acquires a business, and its trade secrets and confidential information. Each of those is addressed in its own question below.
Do not paper an Oklahoma employee with an out-of-state non-compete form and assume a court will narrow it to something enforceable. Oklahoma treats a conventional employee non-compete as void rather than reforming it, so the realistic question is which permitted covenant — customer non-solicitation, anti-raiding, or confidentiality — actually protects the interest at stake.
Sources for this answer
Primary law
A.1 15 O.S. § 217PDFSection 217 voids any contract that restrains a person from exercising a lawful profession, trade, or business, except as provided by §§ 218 and 219 and the related customer non-solicitation rule (§ 219A); § 219B separately removes qualifying anti-raiding clauses from the prohibition.
Every contract by which any one is restrained from exercising a lawful profession, trade or business of any kind, otherwise than as provided by Sections 218 and 219 of this title, or otherwise than as provided by Section 2 of this act, is to that extent void.
See Okla. Stat. tit. 15, § 217.
Primary law
A.2 15 O.S. § 219APDFSection 219A(B) makes any employment-contract provision that conflicts with the statute void and unenforceable.
Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable.
See Okla. Stat. tit. 15, § 219A(B).
Case law · 2011-11-22
A.3 Howard v. Nitro-Lift Technologies, L.L.C.Howard reflects Oklahoma's rule that conventional non-competition covenants are void because they exceed what § 219A allows and violate the state's legislatively expressed public policy; the decision was vacated on arbitration-procedure grounds, but the statutory rule it applied remains good law.
The non-competition contracts go well beyond the bounds of what is allowable under § 219A and violate the legislatively expressed public policy.
See Howard v. Nitro-Lift Techs., L.L.C., 2011 OK 98, 273 P.3d 20, vacated on other grounds sub nom. Nitro-Lift Techs., L.L.C. v. Howard, 568 U.S. 17 (2012).
What customer non-solicitation restrictions does Oklahoma allow?
Only a narrow one. Under 15 O.S. § 219A a former employee may compete, but the agreement may bar the employee from directly soliciting the established customers of the former employer. A clause that reaches further — indirect solicitation, or prospective and former customers — is void.
The statute permits a tightly drawn customer non-solicitation covenant and nothing broader .
Two drafting traps void these clauses. First, the word indirectly. In Autry v. Acosta, Inc., the Oklahoma Court of Civil Appeals held that a covenant barring direct or indirect solicitation violated § 219A — and, critically, the court refused to save it by striking the offending word.
Second, even a covenant that tracks the statutory language must still be reasonable. In Inergy Propane, LLC v. Lundy, the court indicated that § 219A did not displace the common-law rule of reason for the duration and scope of a customer non-solicitation clause . Practitioners often use shorter durations — commonly two years or less — as a risk-control measure; no statutory safe harbor fixes that term.
Limit a customer non-solicitation clause to direct solicitation of established customers, and do not add indirectly, prospective customers, or former customers. Oklahoma courts will void the whole provision rather than blue-pencil the extra words out of it.
Sources for this answer
Primary law
B.1 15 O.S. § 219APDFSection 219A(A) lets a former employee compete so long as the agreement bars only direct solicitation of the former employer's established customers.
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.
See Okla. Stat. tit. 15, § 219A(A).
Case law · 2017-11-14
B.2 Autry v. Acosta, Inc.Autry holds that a non-solicitation agreement reaching indirect solicitation cannot be cured by simply deleting the word indirectly — the court will not blue-pencil it.
We find that the remedy for this Non-Solicitation Agreement's shortcomings is not quite that simple and it cannot be made to comply with § 219A by merely deleting the word “indirectly.”
See Autry v. Acosta, Inc., 2018 OK CIV APP 8, 410 P.3d 1017.
Case law · 2017-11-14
B.3 Autry v. Acosta, Inc.Autry holds that the overbroad non-solicitation agreement was void and unenforceable as against Oklahoma public policy under § 219A.
Examined under the lens of § 219A, the Non-Solicitation Agreement is void and unenforceable as against Oklahoma's public policy expressed by the Legislature's enactment of that section.
See Autry v. Acosta, Inc., 2018 OK CIV APP 8, 410 P.3d 1017.
Case law · 2008-08-13
B.4 Inergy Propane, LLC v. LundyInergy holds that § 219A did not abolish the common-law rule of reason; a customer non-solicitation covenant must still be reasonable in scope and duration.
That does not, however, require abandonment of the rule of reason analysis required by previously established case law.
See Inergy Propane, LLC v. Lundy, 2009 OK CIV APP 8, 219 P.3d 547.
Can an Oklahoma employer restrict soliciting its employees?
Yes. 15 O.S. § 219B expressly allows an employee anti-raiding covenant that bars a former employee from soliciting the employer's employees or independent contractors — and, unlike the customer rule, it may reach direct or indirect solicitation .
Section 219B was enacted to give employers broader protection for their workforce than § 219A gives them for their customers. It removes employee-anti-raiding clauses from the general restraint-of-trade prohibition altogether .
Section 219B authorizes restrictions on soliciting employees, not a flat no-hire ban. A clause that purports to stop a former employee from hiring a colleague who applies on their own initiative — without any solicitation — is on far weaker ground, because it reaches beyond the solicitation the statute protects .
Sources for this answer
Primary law
C.1 15 O.S. § 219BPDFSection 219B permits an anti-raiding covenant barring direct or indirect solicitation of a business's employees or independent contractors, and exempts it from the restraint-of-trade prohibition.
A contract or contractual provision which prohibits an employee or independent contractor of a person or business from soliciting, directly or indirectly, actively or inactively, the employees or independent contractors of that person or business to become employees or independent contractors of another person or business shall not be construed as a restraint from exercising a lawful profession, trade or business of any kind.
See Okla. Stat. tit. 15, § 219B.
Are non-competes tied to the sale of a business enforceable in Oklahoma?
Yes, within statutory limits. Under 15 O.S. § 218 the seller of a business's goodwill may agree not to compete within a specified county and contiguous counties, or a specified city or town. A parallel rule in § 219 allows the same on the dissolution of a partnership.
This is the most important practical exception, and Oklahoma courts enforce it .
“We have consistently upheld non-compete agreements to protect business goodwill pursuant to § 218.”
The sale-of-business exception differs from the employment rules in a crucial way: it comes with a statutory blue-pencil. If a goodwill covenant reaches too far geographically, a court may scale it back to the primary county and contiguous counties rather than voiding it.
The exception applies only to a genuine sale of goodwill. A token equity stake should not be assumed to convert an ordinary employment non-compete into a protected sale-of-business covenant; in Bayly, Martin & Fay, Inc. v. Pickard the Oklahoma Supreme Court indicated that only the sale of an appreciable ownership interest can carry a business's goodwill under § 218 .
The geographic ceiling in § 218 is a county-and-contiguous-counties (or a single city or town) footprint — far narrower than the multi-state radii common in sale agreements. Draft to that ceiling from the start; the statutory blue-pencil reduces overbroad geography to the primary county and its neighbors, not to whatever regional scope the parties wrote.
Sources for this answer
Primary law
D.1 15 O.S. § 218PDFSection 218 lets the seller of a business's goodwill agree not to compete within a specified county and contiguous counties, or a specified city or town, and expressly allows a court to reform overbroad geography to the primary county and contiguous counties.
One who sells the goodwill of a business may agree with the buyer to refrain from carrying 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, so long as the buyer, or any person deriving title to the goodwill from him carries on a like business therein. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the subject business and within any counties contiguous thereto.
See Okla. Stat. tit. 15, § 218.
Primary law
D.2 15 O.S. § 219PDFSection 219 lets partners, on or in anticipation of dissolution, agree not to carry on a similar business within a specified county and contiguous counties, or a specified city or town, and carries the same statutory territorial reformation rule as § 218.
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. Provided, that any such agreement which is otherwise lawful but which exceeds the territorial limitations specified by this section may be deemed valid, but only within the county comprising the primary place of the conduct of the business of the subject partnership and within any counties contiguous thereto.
See Okla. Stat. tit. 15, § 219.
Case law · 2018-04-03
D.3 Berry & Berry Acquisitions, LLC v. BFN Props. LLCBerry confirms that Oklahoma courts consistently uphold non-compete agreements that protect business goodwill under § 218.
We have consistently upheld non-compete agreements to protect business goodwill pursuant to § 218.
See Berry & Berry Acquisitions, LLC v. BFN Props. LLC, 2018 OK 27, 416 P.3d 1061.
Case law · 2003-06-11
D.4 Eakle v. Grinnell Corp.Eakle states that valid sale-of-goodwill non-competes are subject to modification of their territorial restrictions under § 218.
The Oklahoma Supreme Court has held that non-compete agreements in connection with the sale of goodwill, which are otherwise valid, are subject to modification with respect to the territorial restrictions found in section 218.
See Eakle v. Grinnell Corp., 272 F. Supp. 2d 1304 (E.D. Okla. 2003).
Case law · 1989-09-26
D.5 Bayly, Martin & Fay, Inc. v. PickardBayly indicates that only the sale of an appreciable ownership interest can qualify as a sale of goodwill within the meaning of § 218.
Court held that the sale of an appreciable amount of stock, there 20%, could constitute a sale of good will within the meaning of § 218.
See Bayly, Martin & Fay, Inc. v. Pickard, 1989 OK 122, 780 P.2d 1168.
Does continued employment count as consideration for an Oklahoma restrictive covenant?
It is unsettled. Oklahoma has not squarely decided whether continued at-will employment, by itself, is sufficient consideration for a restrictive covenant signed mid-employment. Whatever the consideration, the covenant must still fit § 219A or § 219B, or it is void regardless .
Practitioners often assume Oklahoma follows the majority rule that continued employment suffices, but no Oklahoma decision settles the point for a covenant introduced after hiring. The conservative course is to provide fresh, identifiable consideration — a bonus, a raise, a promotion, or access to confidential information — when an existing employee is asked to sign.
Treat mid-employment consideration as an open question, not a solved one. Pair any covenant presented to a current employee with new and identifiable consideration, and remember that adequate consideration does not rescue a covenant whose substance conflicts with § 219A .
Sources for this answer
Primary law
E.1 15 O.S. § 219APDFSection 219A(B) voids any employment-contract provision in conflict with the statute, so consideration cannot save a covenant that exceeds what § 219A permits.
Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable.
See Okla. Stat. tit. 15, § 219A(B).
Are confidentiality and trade-secret protections still enforceable in Oklahoma?
Yes. A confidentiality or trade-secret clause does not restrain a person from working — it restrains the misuse of protected information — so it sits outside the § 217 ban. The Oklahoma Uniform Trade Secrets Act backs that protection with injunctive relief and damages .
Because the Trade Secrets Act protects the information rather than the employment relationship, it is the most durable tool an Oklahoma employer has for guarding competitively sensitive material — and it operates whether or not any restrictive covenant survives .
“Actual or threatened misappropriation may be enjoined.”
Sources for this answer
Primary law
F.1 78 O.S. § 87PDFSection 87 of the Oklahoma Uniform Trade Secrets Act authorizes injunctive relief against actual or threatened misappropriation of a trade secret.
Actual or threatened misappropriation may be enjoined.
See Okla. Stat. tit. 78, § 87(A).
Can a choice-of-law or forum-selection clause escape Oklahoma's non-compete ban?
Sometimes. An Oklahoma court will not apply a contractually chosen foreign law if doing so would violate Oklahoma public policy — so a Delaware or Texas choice-of-law clause will not, by itself, resurrect a void employee non-compete. But a mandatory forum-selection clause is a different lever: a federal court in Oklahoma has enforced one to transfer the dispute out of Oklahoma, after which the employer obtained injunctive relief under the chosen state's law.
The choice-of-law limit is well settled .
That public-policy backstop is why a foreign choice-of-law clause does not save an employee non-compete that § 217 voids. But it is not absolute: where the covenant fits an exception Oklahoma itself recognizes — for example a sale-of-goodwill covenant under § 218 — courts have applied the parties' chosen law and enforced the deal.
The sharper risk for employees comes from forum selection. In the 2025 Griffin v. Stryker litigation, the U.S. District Court for the Northern District of Oklahoma enforced a mandatory Michigan forum-selection clause and transferred an Oklahoma employee's declaratory-judgment action out of Oklahoma — even though the court acknowledged it would likely find the covenants void if the case stayed . A firm summary of the litigation reports that the employer then obtained a preliminary injunction in Michigan .
An Oklahoma employee facing an out-of-state employer should treat a mandatory forum-selection clause as the real threat, not the governing-law clause. Oklahoma's public policy can defeat a foreign governing law, but it may not be enough to keep the case in Oklahoma if the contract requires litigation elsewhere .
Sources for this answer
Case law · 2003-06-11
G.1 Eakle v. Grinnell Corp.Eakle states that an Oklahoma forum court will not apply a contractually chosen foreign law where doing so would violate Oklahoma public policy.
As this general rule recognizes, however, the forum court will not apply the law chosen by the contracting parties should doing so violate the public policy of the forum state.
See Eakle v. Grinnell Corp., 272 F. Supp. 2d 1304 (E.D. Okla. 2003).
Case law · 2025-10-02
G.2 Griffin v. Howmedica Osteonics Corp.In Griffin, the Northern District of Oklahoma enforced a mandatory Michigan forum-selection clause and transferred an Oklahoma employee's declaratory-judgment action out of Oklahoma, holding that Oklahoma's public policy against non-competes was not an exceptional circumstance defeating transfer — even though the court acknowledged it would likely find the covenants void under Oklahoma law if the case stayed.
Plaintiff has therefore not met his burden of showing that exceptional circumstances exist that counsel against transfer to the contractually selected forum.
See Griffin v. Howmedica Osteonics Corp., No. 25-CV-302-JFJ (N.D. Okla. Oct. 2, 2025).
Law-firm commentary · 2026-02-26
G.3 GableGotwals — Restrictive Covenants for Oklahoma Employees: Lessons from Griffin v. StrykerGableGotwals reports that the Northern District of Oklahoma enforced a mandatory Michigan forum-selection clause in Griffin v. Stryker, holding Oklahoma's anti-non-compete policy was not an exceptional circumstance defeating transfer, after which the Michigan court issued a preliminary injunction against the Oklahoma employee.
The court acknowledged Oklahoma’s strong policy against non-competes and said if the case stayed in Oklahoma, it would “likely” find the non‑competition/non‑solicitation provisions void. Nevertheless, it concluded that Oklahoma’s policy interest did not constitute the type of “exceptional circumstance” needed to override the parties’ mandatory Michigan forum selection, and it also referenced judicial interests against forum shopping and a race to the courthouse.
See GableGotwals, Restrictive Covenants for Oklahoma Employees: Lessons from Griffin v. Stryker (Feb. 26, 2026).
What recent legislative developments affect Oklahoma non-competes?
The framework held steady through the last attempt to loosen it. In 2024 the Legislature passed Senate Bill 1543, which would have broadened § 219A to let employers bar customer solicitation directly or indirectly and to reach independent contractors — but Governor Stitt vetoed it, and the veto was not overridden.
The enrolled bill would have rewritten the operative clause so that a covenant could restrict solicitation directly or indirectly, actively or inactively — the very breadth Autry forbids today .
The veto left the strict § 219A regime — and the Autry prohibition on reaching indirect solicitation — fully in place. Employers should keep watching for similar bills in future sessions, but for now the narrow direct-solicitation-of-established-customers rule is unchanged .
Sources for this answer
Primary law · 2024-04-25
H.1 Enrolled Senate Bill 1543 (2024)PDFEnrolled SB 1543 would have amended 15 O.S. § 219A to let a covenant bar customer solicitation directly or indirectly, actively or inactively, and to reach independent contractors; it was passed but vetoed and never took effect.
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, directly or indirectly, actively or inactively, the sale of goods, services or a combination of goods and services from the established customers or independent contractors of the former employer.
See Enrolled S.B. 1543, 59th Leg., 2d Reg. Sess. (Okla. 2024) (vetoed).
Law-firm commentary · 2024-04-25
H.2 McAfee & Taft — Oklahoma Legislature Passes Bill Broadening Scope of Permissible Non-Solicitation AgreementsMcAfee & Taft reports that Senate Bill 1543, which would have broadened permissible non-solicitation agreements, was vetoed by Governor Stitt on April 30, 2024 and not overridden.
UPDATE: Oklahoma Governor Kevin Stitt vetoed this bill April 30, 2024, and the Legislature did not override the veto in the 2024 legislative session.
See McAfee & Taft, Oklahoma Legislature Passes Bill Broadening Scope of Permissible Non-Solicitation Agreements (Apr. 2024).