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). On a touch screen, a tap shows all 2 sources in this group.
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. For a clause-by-clause pass over a specific agreement against these rules, the Oklahoma non-compete reviewer checklist walks the surviving covenant suite item by item with each requirement's force level.
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. On a touch screen, a tap shows all 2 sources in this group.
Sources for this answer
Section 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.
Section 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).
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. On a touch screen, a tap shows all 2 sources in this group.
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. On a touch screen, a tap shows all 2 sources in this group.
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. On a touch screen, a tap shows all 2 sources in this group.
Sources for this answer
Section 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).
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.
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.
Inergy 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
Section 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. On a touch screen, a tap shows all 2 sources in this group.
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. On a touch screen, a tap shows all 2 sources in this group.
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. On a touch screen, a tap shows all 2 sources in this group.
Sources for this answer
Section 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.
Section 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.
Berry 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.
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).
Bayly 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
Section 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
Section 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. On a touch screen, a tap shows all 3 sources in this group.
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
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).
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).
GableGotwals 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?
Senate Bill 1543 proposed amending § 219A in 2024, but Governor Stitt vetoed it on April 30, 2024, and the Legislature did not override the veto. The bill did not change Oklahoma law. On a touch screen, a tap shows all 2 sources in this group.
Sources for this answer
Enrolled SB 1543 proposed amending 15 O.S. § 219A, the noncompetition-agreement statute.
An Act relating to unlawful contracts; amending 15 O.S. 2021, Section 219A, which relates to noncompetition agreements; clarifying certain contractual provisions; and providing an effective date.
See Enrolled S.B. 1543, 59th Leg., 2d Reg. Sess. (Okla. 2024) (vetoed).
McAfee & 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).
What does federal law require a non-compete or confidentiality agreement in Oklahoma to say about whistleblowers and pay?
An employee confidentiality, non-compete, or invention assignment agreement signed or updated now that governs trade secrets or other confidential information must give the Defend Trade Secrets Act whistleblower-immunity notice, and for employees the National Labor Relations Act covers, Section 7 of that Act protects concerted activity, including joining together over pay and working conditions, that a broad confidentiality clause can restrict. The employer may satisfy the notice duty by cross-referencing a qualifying policy document provided to the employee, but an employer that omits the notice may not be awarded exemplary damages or attorney fees under the Defend Trade Secrets Act in an action against an employee who was not given notice.
The notice describes a federal immunity: an individual cannot be held liable under federal or state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. For an agreement signed or updated now, the duty to give that notice reaches any agreement with an employee that governs trade secrets or other confidential information, whatever else the agreement does.
Section 7 gives employees the National Labor Relations Act covers a statutory right to engage in concerted activity for mutual aid or protection, including joining together to improve pay and working conditions. For employees the Act covers, the Board's work-rule standard adopted in 2023 makes a rule presumptively unlawful if it has a reasonable tendency to chill employees from exercising their Section 7 rights; an employer can rebut that presumption only by showing a legitimate and substantial business interest it cannot serve with a more narrowly tailored rule. The 2023 standard may change, but the Section 7 right it enforces is statutory. State law may add its own requirements for the same clauses.
A form carried over without the immunity notice, or a cross-reference to a reporting policy the employee never received, leaves the confidentiality clause without a valid notice, so the Act's exemplary damages and attorney fees are unavailable against that employee. A Confidential Information definition that sweeps in pay and working conditions with no carve-out exposes the employer to an unfair-labor-practice finding for employees the Act covers.
Sources for this answer
An individual is immune from criminal and civil liability under federal and state trade-secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal.
An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— (A) is made— (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
See 18 U.S.C. § 1833(b)(1).
An employer must give notice of the trade-secret whistleblower immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.
See 18 U.S.C. § 1833(b)(3)(A).
An employer complies with the notice requirement by cross-referencing a policy document, provided to the employee, that sets out the employer's reporting policy for a suspected violation of law.
An employer shall be considered to be in compliance with the notice requirement in subparagraph (A) if the employer provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law.
See 18 U.S.C. § 1833(b)(3)(B).
An employer that does not give the required notice may not be awarded exemplary damages or attorney fees in a trade-secret action against an employee who did not receive it.
If an employer does not comply with the notice requirement in subparagraph (A), the employer may not be awarded exemplary damages or attorney fees under subparagraph (C) or (D) of section 1836(b)(3) in an action against an employee to whom notice was not provided.
See 18 U.S.C. § 1833(b)(3)(C).
Section 7 gives employees the right to engage in concerted activities for mutual aid or protection, the statutory basis for keeping discussion of pay and working conditions outside confidentiality restrictions.
Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title.
See 29 U.S.C. § 157 (NLRA § 7).
The National Labor Relations Board protects the right of private-sector employees, with or without a union, to join together to improve wages, benefits, and working conditions.
Established in 1935, the National Labor Relations Board is an independent federal agency that protects employees from unfair labor practices and protects the right of private sector employees to join together, with or without a union, to improve wages, benefits and working conditions.
See NLRB Office of Public Affairs, news release of Feb. 21, 2023 (agency mission statement).
Under the work-rule standard the Board adopted in 2023, a rule with a reasonable tendency to chill employees from exercising their Section 7 rights is presumptively unlawful unless the employer proves a legitimate and substantial business interest it cannot advance with a more narrowly tailored rule.
Under the new standard adopted in Stericycle, the General Counsel must prove that a challenged rule has a reasonable tendency to chill employees from exercising their rights. If the General Counsel does so, then the rule is presumptively unlawful. However, the employer may rebut the presumption by proving that the rule advances a legitimate and substantial business interest and that the employer is unable to advance that interest with a more narrowly tailored rule.
See Stericycle, Inc., 372 NLRB No. 113 (2023); NLRB Office of Public Affairs, Board Adopts New Standard for Assessing Lawfulness of Work Rules (Aug. 2, 2023).