# Non-Competes in Oklahoma[^about] Oklahoma voids employee non-compete agreements by statute and allows only narrow exceptions for customer non-solicitation, employee anti-raiding, and the sale of a business. ## Are employee non-compete agreements enforceable in Oklahoma? {#employee-noncompetes} **Short answer.** 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) [^stat-217-general-void][^stat-219a-void-clause]. 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 [^howard-noncompete-void]. "The non-competition contracts go well beyond the bounds of what is allowable under § 219A and violate the legislatively expressed public policy."[^howard-noncompete-void] 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 [^stat-217-general-void]. 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 review checklist](/checklists/non-compete/us/oklahoma) walks the surviving covenant suite item by item with each requirement's force level. > [!NOTE] > **Practice note.** > > 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 [^stat-217-general-void][^howard-noncompete-void]. ## What customer non-solicitation restrictions does Oklahoma allow? {#customer-nonsolicitation} **Short answer.** 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 [^stat-219a-rule][^autry-no-sever]. The statute permits a tightly drawn customer non-solicitation covenant and nothing broader [^stat-219a-rule]. "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."[^stat-219a-rule] 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 [^autry-no-sever][^autry-void]. "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.’"[^autry-no-sever] 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 [^inergy-rule-of-reason]. Practitioners often use shorter durations — commonly two years or less — as a risk-control measure; no statutory safe harbor fixes that term. > [!CAUTION] > **Drafting note.** > > 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 [^autry-no-sever][^autry-void]. ## Can an Oklahoma employer restrict soliciting its employees? {#employee-nonsolicitation} **Short answer.** 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 [^stat-219b-antiraid]. 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 [^stat-219b-antiraid]. "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."[^stat-219b-antiraid] > [!CAUTION] > **Drafting note.** > > 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 [^stat-219b-antiraid]. ## Are non-competes tied to the sale of a business enforceable in Oklahoma? {#sale-of-business} **Short answer.** 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 [^stat-218-goodwill][^stat-219-partners]. This is the most important practical exception, and Oklahoma courts enforce it [^berry-218-goodwill]. "We have consistently upheld non-compete agreements to protect business goodwill pursuant to § 218."[^berry-218-goodwill] 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 [^stat-218-goodwill][^eakle-218-reform]. "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."[^eakle-218-reform] 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 [^bayly-appreciable-interest]. > [!NOTE] > **Practice note.** > > 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 [^stat-218-goodwill][^eakle-218-reform]. ## Does continued employment count as consideration for an Oklahoma restrictive covenant? {#consideration} **Short answer.** 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 [^stat-219a-void-consideration]. 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. > [!NOTE] > **Practice note.** > > 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 [^stat-219a-void-consideration]. ## Are confidentiality and trade-secret protections still enforceable in Oklahoma? {#trade-secrets} **Short answer.** 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 [^outsa-injunction]. 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 [^outsa-injunction]. "Actual or threatened misappropriation may be enjoined."[^outsa-injunction] ## Can a choice-of-law or forum-selection clause escape Oklahoma's non-compete ban? {#choice-of-law} **Short answer.** 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 [^eakle-public-policy][^griffin-order][^griffin-forum-selection]. The choice-of-law limit is well settled [^eakle-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."[^eakle-public-policy] 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 [^griffin-order]. A firm summary of the litigation reports that the employer then obtained a preliminary injunction in Michigan [^griffin-forum-selection]. "Plaintiff has therefore not met his burden of showing that exceptional circumstances exist that counsel against transfer to the contractually selected forum."[^griffin-order] > [!NOTE] > **Practice note.** > > 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 [^griffin-order]. ## What recent legislative developments affect Oklahoma non-competes? {#recent-developments} **Short answer.** 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 [^sb1543-enrolled][^mcafeetaft-sb1543-veto]. 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 [^sb1543-enrolled]. "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."[^sb1543-enrolled] 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 [^mcafeetaft-sb1543-veto]. "UPDATE: Oklahoma Governor Kevin Stitt vetoed this bill April 30, 2024, and the Legislature did not override the veto in the 2024 legislative session."[^mcafeetaft-sb1543-veto] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-03. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Oklahoma. This article synthesizes Oklahoma primary law and is not legal advice from a Oklahoma-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship. [^stat-217-general-void]: **15 O.S. § 217** — "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." *Okla. Stat. tit. 15, § 217.* [^stat-219a-void-clause]: **15 O.S. § 219A** — "Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable." *Okla. Stat. tit. 15, § 219A(B).* [^howard-noncompete-void]: **Howard v. Nitro-Lift Technologies, L.L.C.** — "The non-competition contracts go well beyond the bounds of what is allowable under § 219A and violate the legislatively expressed public policy." *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).* [^stat-219a-rule]: **15 O.S. § 219A** — "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." *Okla. Stat. tit. 15, § 219A(A).* [^autry-no-sever]: **Autry v. Acosta, Inc.** — "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.’" *Autry v. Acosta, Inc., 2018 OK CIV APP 8, 410 P.3d 1017.* [^autry-void]: **Autry v. Acosta, Inc.** — "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." *Autry v. Acosta, Inc., 2018 OK CIV APP 8, 410 P.3d 1017.* [^inergy-rule-of-reason]: **Inergy Propane, LLC v. Lundy** — "That does not, however, require abandonment of the rule of reason analysis required by previously established case law." *Inergy Propane, LLC v. Lundy, 2009 OK CIV APP 8, 219 P.3d 547.* [^stat-219b-antiraid]: **15 O.S. § 219B** — "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." *Okla. Stat. tit. 15, § 219B.* [^stat-218-goodwill]: **15 O.S. § 218** — "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." *Okla. Stat. tit. 15, § 218.* [^stat-219-partners]: **15 O.S. § 219** — "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." *Okla. Stat. tit. 15, § 219.* [^berry-218-goodwill]: **Berry & Berry Acquisitions, LLC v. BFN Props. LLC** — "We have consistently upheld non-compete agreements to protect business goodwill pursuant to § 218." *Berry & Berry Acquisitions, LLC v. BFN Props. LLC, 2018 OK 27, 416 P.3d 1061.* [^eakle-218-reform]: **Eakle v. Grinnell Corp.** — "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." *Eakle v. Grinnell Corp., 272 F. Supp. 2d 1304 (E.D. Okla. 2003).* [^bayly-appreciable-interest]: **Bayly, Martin & Fay, Inc. v. Pickard** — "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." *Bayly, Martin & Fay, Inc. v. Pickard, 1989 OK 122, 780 P.2d 1168.* [^stat-219a-void-consideration]: **15 O.S. § 219A** — "Any provision in a contract between an employer and an employee in conflict with the provisions of this section shall be void and unenforceable." *Okla. Stat. tit. 15, § 219A(B).* [^outsa-injunction]: **78 O.S. § 87** — "Actual or threatened misappropriation may be enjoined." *Okla. Stat. tit. 78, § 87(A).* [^eakle-public-policy]: **Eakle v. Grinnell Corp.** — "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." *Eakle v. Grinnell Corp., 272 F. Supp. 2d 1304 (E.D. Okla. 2003).* [^griffin-order]: **Griffin v. Howmedica Osteonics Corp.** — "Plaintiff has therefore not met his burden of showing that exceptional circumstances exist that counsel against transfer to the contractually selected forum." *Griffin v. Howmedica Osteonics Corp., No. 25-CV-302-JFJ (N.D. Okla. Oct. 2, 2025).* [^griffin-forum-selection]: **GableGotwals — Restrictive Covenants for Oklahoma Employees: Lessons from Griffin v. Stryker** — "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." *GableGotwals, Restrictive Covenants for Oklahoma Employees: Lessons from Griffin v. Stryker (Feb. 26, 2026).* [^sb1543-enrolled]: **Enrolled Senate Bill 1543 (2024)** — "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." *Enrolled S.B. 1543, 59th Leg., 2d Reg. Sess. (Okla. 2024) (vetoed).* [^mcafeetaft-sb1543-veto]: **McAfee & Taft — Oklahoma Legislature Passes Bill Broadening Scope of Permissible Non-Solicitation Agreements** — "UPDATE: Oklahoma Governor Kevin Stitt vetoed this bill April 30, 2024, and the Legislature did not override the veto in the 2024 legislative session." *McAfee & Taft, Oklahoma Legislature Passes Bill Broadening Scope of Permissible Non-Solicitation Agreements (Apr. 2024).*