Oklahoma has one of the strongest anti-non-compete statutes in the United States. Under 15 O.S. § 219A, an employee who leaves a job is entitled to engage in the same business as that of the former employer, so long as the employee does not directly solicit the sale of goods or services from the established customers of the former employer. In practical terms, that means most blanket non-competes are unenforceable here — and if your prospective employer is asking you to sign one, you need to understand exactly what they can and cannot lawfully restrict.
What is a Enforceability in Oklahoma?
A non-compete agreement in Oklahoma is a contract clause that attempts to prevent a former employee from competing with their old employer after leaving. Oklahoma law treats general restraints on the practice of a profession or trade as void by statute (15 O.S. §§ 217, 218, 219). The carve-out at § 219A permits a narrow restriction on directly soliciting the established customers of the former employer. Anything broader — geographic bans, industry bans, customer non-acceptance clauses — typically falls outside the statute and is unenforceable.
Red flags to watch for
Oklahoma statute does not authorise geographic restrictions on competing — only narrow restrictions on solicitation of established customers. A statewide ban is almost certainly void.
Section 219A permits restrictions on direct solicitation, not on accepting unsolicited business. A clause that prohibits passive acceptance has been struck down repeatedly.
Oklahoma courts have ruled that prohibitions on working for any competing business operate as a general restraint of trade and are void under § 217.
Employers sometimes attempt to apply Texas or Delaware law to dodge Oklahoma's strict statute. Oklahoma courts have refused to enforce out-of-state choice-of-law where it conflicts with § 219A on public policy grounds.
If the underlying restraint is unenforceable, the financial penalty attached to it is also unenforceable. Courts will not allow employers to bypass the statute by penalising what they cannot prohibit.
Employers try to broaden § 219A's narrow solicitation carve-out by defining 'customer' to include prospects, leads, or even publicly listed contacts. Courts have rejected this approach.
Your legal rights
Oklahoma's controlling statutes are 15 O.S. § 217 (general restraint of trade void), § 218 (sale-of-business exception), and § 219A (post-employment solicitation carve-out). The Oklahoma Supreme Court has consistently held that § 219A is the exclusive permissible post-employment restraint — see Howard v. Nitro-Lift Technologies, L.L.C., 2011 OK 98, and Bayly, Martin & Fay, Inc. v. Pickard, 1989 OK 122. You retain the right to engage in the same business, accept unsolicited customers (including former employer customers who come to you), and work for any competitor. Non-solicitation of employees provisions and confidentiality clauses are evaluated separately and may be enforceable.
Questions to ask before you sign
- 1Does the agreement attempt to restrict more than direct solicitation of established customers?
- 2Is there a choice-of-law clause attempting to apply non-Oklahoma law, and have I consulted Oklahoma counsel on whether it will hold?
- 3How is 'established customer' defined — and does it improperly extend to prospects or publicly known contacts?
- 4Are there liquidated damages or forfeiture clauses tied to competition that may be void with the underlying restraint?
- 5Does the agreement include a severability clause that would preserve the lawful parts if a court strikes the unlawful ones?
- 6If I am being asked to sign at the start of employment, what consideration am I receiving beyond the job offer?
Disclaimer: This guide is for educational purposes only and does not constitute legal advice. Contract law varies by jurisdiction and individual circumstances. Always consult a qualified legal professional before making decisions based on this information.