Okla. Stat. tit. 3, § 3-254.4: Termination, cancellation, nonrenewal of agreement - Good

cause - Notice.

A. No manufacturer, in its dealings with a dealer, may

terminate, cancel, or fail to renew an agreement as defined in

Section 254.2 of this title without good cause. As used in this

subsection, “good cause” means that the dealer has:

1. Employed a material device, scheme, or artifice to defraud

the manufacturer in connection with the performance of the

agreement;

2. Made false or materially misleading statements of a material

fact or omitted to state a material fact in order to make the

statements made, in light of the circumstances, not be false or

misleading in connection with the agreement, where the statements

made or omissions have had a material adverse effect upon the

manufacturer;

3. Engaged in any act, practice, or course of business which

operates in a material way as a fraud upon the manufacturer;

4. Failed to comply with any material provision of the

agreement which has had a material adverse effect upon the

manufacturer, and the time to cure the noncompliance has expired;

5. Been convicted of a felony or any other crime involving

fraud, dishonesty, deceit, or moral turpitude in connection with the

agreement;

6. Impaired in a material way the trademark, trade name, or

similar commercial symbol of the manufacturer, trade name, or

similar commercial symbol;

7. Abandoned the business relating to the agreement for a

period of not less than sixty (60) consecutive days;

8. Been adjudicated as bankrupt or has become insolvent and

unable to pay debts as they become due;

9. Has, in the good faith judgment of the manufacturer, failed

to adequately perform the dealer’s sales, marketing, or service

functions under the agreement; or

10. Has, in the good faith judgment of the manufacturer, failed

to keep or maintain proper facilities, equipment, or sales or

service staff to adequately meet the needs of the manufacturer’s

customers or to support the market for the manufacturer’s goods and

services in the sales territory of the dealer.

B. Before any termination, cancellation, or failure to renew

any license, dealership, franchise, or other agreement becomes

effective, the manufacturer must first give the dealer not less than

ninety (90) days’ prior written notice of the proposed termination

or nonrenewal, where the notice states specifically the reasons for

the proposed action and gives the dealer not less than forty-five

(45) days to cure the claimed deficiency. If the manufacturer

proposes to discontinue the manufacture of aircraft or other line of

business authorized to be performed by the dealer, the manufacturer

shall give the dealer not less than one hundred eighty (180) days’

prior notice of the effective date of the discontinuance.