Hawaii consultant nda template

Hawaii Consultant Non-Disclosure Agreement

This Hawaii Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Client Name], a [Client Business Type] with its principal place of business at [Client Address] (“Client”), and

[Consultant Name], a [Consultant Business Type] with its principal place of business at [Consultant Address] (“Consultant”).

WHEREAS, Client possesses certain confidential information; and

WHEREAS, Client desires to disclose such confidential information to Consultant in connection with Consultant's services for Client; and

WHEREAS, Consultant is willing to receive such confidential information and agrees to protect its confidentiality;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information means any information disclosed by Client to Consultant, whether orally, in writing, electronically, or by any other means, that relates to Client's business, including, but not limited to:

• Proprietary data
• Business plans
• Marketing strategies
• Pricing structures
• Customer lists
• Supplier lists
• Project deliverables
• Intellectual property
• Technical know-how
• Process documentation
• Proposals
• Business forecasts
• Reports
• Financial data
• Unpublished research
• Information in written, oral, visual, digital, or any other form

Confidential Information also includes any information developed by Consultant based on or incorporating Client's Confidential Information.

Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by Consultant in violation of this Agreement;
• Was already known to Consultant prior to its disclosure by Client, as evidenced by Consultant’s written records;
• Is independently developed by Consultant without use of or reference to the Client’s Confidential Information;
• Is rightfully received by Consultant from a third party without any obligation of confidentiality; or
• Is required to be disclosed by law, court order, subpoena, or local government regulation, provided that Consultant provides Client with prompt written notice of such required disclosure to allow Client to seek a protective order or other appropriate remedy.

Purpose and Limited Use

• Option A: The Consultant shall use the Confidential Information solely for the purpose of providing consulting services to the Client as outlined in the Scope of Work attached hereto as Exhibit A.
• Option B: The Consultant shall use the Confidential Information solely for the purpose of [Specific Purpose].
• The Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, any personal benefit or to the detriment of the Client.
• The Consultant shall not disclose the Confidential Information to any third party without the prior written consent of the Client.

Protection of Confidential Information

The Consultant shall:

• Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
• Option A: Implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, secure electronic transmission and storage, physical access controls, password protection, and encryption where appropriate.
• Option B: Secure electronic transmission and storage, physical access controls, password protection, and encryption where appropriate, taking into consideration common business practices for data protection in Hawaii.
• Immediately notify the Client of any suspected or actual unauthorized access, use, or disclosure of the Confidential Information.

Term

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for a period of [Number] years after termination of the consulting engagement.
• Option B: With respect to Confidential Information that constitutes a "trade secret" under Hawaii's Uniform Trade Secrets Act (HRS Chapter 482B), the obligations of confidentiality under this Agreement shall continue as long as such information qualifies as a trade secret under applicable law.

Return of Confidential Information

• Upon the Client’s written request, or upon termination of the consulting engagement, the Consultant shall promptly return to the Client all Confidential Information in its possession or control, including all copies, notes, summaries, and electronic files.
• Option A: Alternatively, at the Client’s option, the Consultant shall certify in writing to the Client that all Confidential Information has been securely destroyed.
• Option B: The destruction of confidential information must comply with common business practice for data disposal in Hawaii.

Notification of Unauthorized Disclosure

• The Consultant shall immediately notify the Client upon discovery of any unauthorized disclosure or use of the Confidential Information, or upon receiving any subpoena, court order, or other legal process requiring disclosure of the Confidential Information.
• The Consultant shall fully cooperate with the Client in mitigating any damages resulting from such unauthorized disclosure or use.

Remedies

• The Client shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Consultant, including, but not limited to:
  • Injunction or other equitable relief to prevent further use or disclosure of the Confidential Information.
  • Recovery of actual and consequential damages.
  • Recovery of reasonable attorneys' fees and costs.
• Option A: The parties agree that money damages may not be a sufficient remedy for a breach of this Agreement and that the Client shall be entitled to specific performance and injunctive relief as remedies for any such breach.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Hawaii] before resorting to litigation.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to take place in Honolulu, Hawaii.
• Option C: Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Honolulu, Hawaii.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflict of laws principles.

Representations and Warranties

The Consultant represents and warrants that:

• It has the legal right and authority to enter into this Agreement.
• Its performance of this Agreement will not violate any other agreement to which it is a party.
• It will not use or disclose any confidential information of any third party in the course of performing its obligations under this Agreement.

Subcontractors

• Option A: If the Consultant engages any subcontractors to perform services for the Client, the Consultant shall ensure that such subcontractors are bound by written confidentiality agreements containing terms substantially similar to those contained in this Agreement.
• Option B: The consultant will be directly liable for breaches of confidentiality by any employees or subcontractors.

Compliance with Laws

The Consultant shall comply with all applicable laws and regulations, including Hawaii’s data protection laws, in performing its obligations under this Agreement.

Non-Competition and Non-Solicitation

• Option A: Consultant agrees that during the term of the consulting engagement and for a period of [Number] months following termination, Consultant shall not use Client's Confidential Information to solicit Client's customers or employees. This clause is intended as a permissible non-solicitation clause only and is not intended to create an unenforceable non-compete.
• Option B: The Consultant agrees not to use Confidential Information in any manner that would be detrimental to the Client's business interests, even after termination of this agreement.

Relationship of Parties

Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or fiduciary relationship between the Client and the Consultant.

Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger or acquisition.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Electronic Signatures

The parties agree that electronic or digital signatures shall be accepted as valid and binding signatures under this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Consultant Name]

By: [Consultant Representative Name]

Title: [Consultant Representative Title]