When fast-food chicken restaurant chain Chick-fil-A began looking for a location in Claremore, company officials asked the city for a nondisclosure agreement. “We don’t shout it from the rooftops that, hey, ‘Developer Smith is wanting to put in a chicken restaurant at this spot,’ becau se developer Smith doesn’t want his competitors to know where he’s looking at property and what markets he’s in,” Claremore City Manager John Feary said. Feary said such nondisclosure agreements, known as NDAs, are common in economic development. But the practice has drawn increasing scrutiny as communities across the state negotiate with developers proposing billion-dollar data centers that may require new transmission lines, water infrastructure and, in some cases, public incentives. For decades, state agencies and municipalities have quietly signed NDAs while competing to attract new employers. But as data center proposals have spread across the state, those contracts have become the subject of legislative proposals, citizen protests and growing questions about where business confidentiality ends and the public’s right to know begins. Nondisclosure agreements protecting trade secrets are common, said Oklahoma City University law professor D.A. Jeremy Telman. But he said he doesn’t believe the agreements Oklahoma communities are signing with data center developers are primarily about trade secrets.  “Where you want to put your data center is not a trade secret,” Telman, who teaches contract law, said. “It’s just a plan, a set of ideas that you would prefer not to disclose.” It’s a distinction that helps explain why a once-obscure legal document has become a flashpoint in Oklahoma’s debate over data centers and economic development. Supporters argue confidentiality agreements are essential to attracting employers in a competitive marketplace. Critics counter that public officials should not promise secrecy when negotiating projects that may involve taxpayer incentives, public infrastructure or decisions affecting entire communities. The agreements themselves vary widely. Some expressly recognize Oklahoma’s Open Records Act. Others define confidential information broadly, including the existence of the agreements themselves. A Legal Balancing Act “I think the real issue here is whether Oklahoma, the Oklahoma legislature, struck the right balance between the recognized need to protect private proprietary information from disclosure and the right of the public to know what its officials are doing purportedly on their behalf,” Telman said. Telman said public entities cannot contract around Oklahoma’s Open Records Act or Open Meetings Act. At the same time, those laws leave room for confidential negotiations before projects reach the stage where public action is required. “It’s because that line is extremely hard to draw,” he said. Where NDAs Came From People packed city council meetings in communities from Claremore to Yukon, questioning why elected officials had agreed to keep project details confidential before residents learned they were being considered. But the agreements themselves are not new. Jay Shidler, director of business recruitment for the Oklahoma Department of Commerce, said confidentiality agreements have been standard practice in economic development for as long as he can remember. Companies evaluating new locations often compete against one another for land, labor, suppliers and market opportunities, he said. During the site selection process, businesses may simultaneously evaluate multiple communities in multiple states. Shidler said confidentiality agreements routinely involve not only state agencies but local governments, economic development organizations, consultants and commercial real estate brokers participating in site selection. “Projects are starting to explore communities,” he said. “The majority of the time they’re asked to sign an NDA with the communities as well.” Mike Fina, executive director of the Oklahoma Municipal League, described a process that usually begins long before a company publicly announces its identity. According to Fina, early conversations focus on practical questions: Is there enough electrical capacity? Can the water system support the project? Is sewer service available? Are transportation and utility infrastructure adequate? If a community appears capable of meeting those requirements, the company will typically request a nondisclosure agreement before revealing its identity. “If you make it through that stage, then typically they will at that point usually want you to sign some kind of nondisclosure agreement and then they will tell you who it is that’s actually looking at your community from there,” Fina said. Inside City Hall Feary, who signed an NDA between the city of Claremore and IPI Management, later revealed to be laying groundwork for data center developer Beale Infrastructure, said nondisclosure agreements serve a practical purpose during the earliest stages of a project when a company may be deciding among dozens of possible locations and nothing is certain. Feary said communities routinely spend months or even years working with companies that ultimately never build anything. “We work with them for two years and then it goes away,” he said. In the case of Beale Infrastructure, the first conversations took place in 2023. “A nondisclosure agreement is to protect some intellectual property, maybe some proprietary information, so their competitors don’t know where they’re looking at or what they’re doing,” he said. Feary also disputed the idea that confidentiality agreements allow cities to sidestep Oklahoma’s transparency laws. He said municipal attorneys review every agreement before they are signed to ensure they comply with state law. Once a city begins creating or maintaining official records related to a project, Feary said, those records generally become subject to the Oklahoma Open Records Act. Even with confidentiality agreements in place, Feary said major projects ultimately move through public processes that include agendas, public meetings and votes. Still, the nondisclosure agreements Feary and Claremore Industrial Economic Development Authority Executive Director Margaret Froman-Knight signed with the company behind the Beale Infrastructure data center listed the existence of the NDA itself as one of the things that could not be revealed without violating the terms of the agreement. What the Agreements Say Not all nondisclosure agreements are the same. NDAs signed between city officials and data center developers in Oklahoma varied considerably in their scope, governing law, duration and treatment of public records. Local officials in both Yukon and Luther signed agreements with data center developer Beltline Energy. They shared substantially similar language protecting financial, technical and business information exchanged during preliminary discussions, and both recognized that information required to be disclosed by law or a court order could still be released. However, the Yukon agreement was written as a mutual confidentiality agreement while Luther’s primarily protected Beltline’s information. “When it comes to our tax money and how much we’re giving away, you should not be able to not disclose that information.”Mark Thomas, executive vice president, Oklahoma Press Association Other agreements were broader. Documents signed by the city of Claremore and the Claremore Industrial Economic Development Authority with IPI Management LLC defined confidential information to include written, electronic, oral and visually observed information, as well as analyses, notes and documents derived from that information. Unlike the Beltline agreements, the IPI documents also declared the “existence and terms” of the agreements themselves to be confidential, while still recognizing disclosures required by law or court order. A separate agreement between the city of Sand Springs and Horizon Land Development LLC took a different approach: it expressly stated that nothing in the agreement should be construed as inconsistent with the Oklahoma Open Records Act, while requiring the city to notify the company before responding to a records request so the company could assert any applicable legal exemptions. Not every community entered into confidentiality agreements. Piedmont City Manager Joshua Williams said there are no active nondisclosure agreements involving the data centers proposed in his city. Oklahoma City likewise reported it had not executed confidentiality agreements with developers associated with Beltline’s proposed projects there. Taken together, the documents suggest that confidentiality agreements are not standardized across Oklahoma. Some function primarily as traditional business confidentiality agreements. Others contain broader provisions governing discussions, negotiations and even the agreements themselves. At the same time, several agreements expressly acknowledge that public records remain subject to disclosure where required by law. Where the Debate Begins Even advocates of government transparency acknowledge that some level of confidentiality has long been part of economic development. The question, they say, is whether the balance has shifted too far. Mark Thomas, executive vice president of the Oklahoma Press Association, said Oklahoma has wrestled with that tension since before lawmakers adopted the Open Records Act in 1985. “Everybody wants to be for transparency, but only until economic development comes along,” Thomas said. Thomas said the Oklahoma Department of Commerce successfully argued years ago that some confidentiality was necessary if the state hoped to compete for employers. “The state Department of Commerce said, ‘We need some confidentiality to try and recruit these companies here,’” Thomas said. “’We can’t do that when we’re having to share all of our deals with people.’” Over time, he said, additional public entities involved in economic development received similar protections. But Thomas said the scope of confidentiality has gradually expanded beyond protecting legitimate trade secrets. “They’re just saying, ‘We’ll just sign an NDA that says we don’t have to give anybody anything,'” he said. “I think the attorney general has said several times, you cannot contract your way around the Open Records Act.”  Thomas distinguishes between proprietary business information and the public’s interest in understanding how government spends taxpayer money. “When it comes to our tax money and how much we’re giving away, you should not be able to not disclose that information.” Still, Thomas said the issue is often one of timing rather than absolute secrecy. Negotiations may require temporary confidentiality, he said, but information involving public expenditures and government commitments should ultimately become public. “What is included in the NDA has expanded,” he added. “The public is starting to say, ‘That’s not right. This is our money, this is our land, these are our homes, this is our property. We want to know.'” A Call for Reform Rep. Jim Shaw, R-Chandler, argued that the debate over nondisclosure agreements is not simply about economic development. In his view, it is about the fundamental responsibilities of public officials. “I believe nondisclosure agreements for publicly elected or appointed officials is antithetical to public service,” Shaw said. Shaw introduced House Bill 3030 during the 2026 legislative session. The measure would have prohibited elected and appointed public officials from signing nondisclosure agreements in connection with their official duties. The bill did not receive a hearing. Shaw said his concerns extend beyond city governments to other public entities involved in economic development, including economic development authorities and the Legislature’s own Legislative Evaluation and Development Committee, which reviews major economic development proposals involving state incentives. “That committee should not exist,” Shaw said, arguing that requiring lawmakers to review projects under confidentiality agreements gives some legislators access to information unavailable to their colleagues or the public. Although supporters of confidentiality agreements argue they are necessary to compete for employers, Shaw said Oklahoma should instead focus on maintaining a competitive tax and regulatory environment. Stephen Martin is an Oklahoma City-based journalist and contributor to Oklahoma Watch. Contact him at [email protected]. The post “Where You Want to Put Your Data Center Is Not a Trade Secret.” Oklahoma’s NDA Debate, Explained. appeared first on Oklahoma Watch. ...read more read less