Hawaii employee nda template

Hawaii Employee Non-Disclosure Agreement (NDA)

This Hawaii Employee Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between:

• [Employer Legal Name], a [State of Incorporation] corporation with a principal place of business at [Employer Address], Hawaii ("Employer"), and
• [Employee Legal Name], residing at [Employee Address], Hawaii ("Employee").

WHEREAS, Employer desires to protect its Confidential Information (as defined below); and

WHEREAS, Employee is or will be employed by Employer and will have access to Confidential Information.

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

Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Employer to Employee, or to which Employee has access, during the course of Employee’s employment or service with Employer, whether orally, visually, in writing, electronically, or in any other form, that is not generally known to the public and that Employer treats as confidential, including, but not limited to:

• Option A: Business processes, trade secrets as defined by Hawaii Revised Statutes (HRS) §482B-2, pricing strategies, marketing plans, technical data, client and vendor lists, intellectual property, project information, proprietary software and source code, personnel information, unpublished financial reports, operation manuals, business methods, and any other tangible or intangible information.
• Option B: Any information related to Employer's [Specific Industry, e.g., Tourism] operations, including information relating to [Specific Areas, e.g., customer data, tour routes, pricing].
• Option C: All data, materials, products, systems, services, software, source code, prototypes, and documentation.

Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through no wrongful act of Employee.
• Was lawfully in Employee’s possession prior to disclosure by Employer, as evidenced by written documentation.
• Is independently developed by Employee without use of or reference to the Confidential Information, as evidenced by written documentation.
• Is lawfully received by Employee from a third party without restriction on disclosure.
• Is required to be disclosed by law, regulation, or valid legal order, provided that Employee gives Employer prompt notice of such requirement and reasonably cooperates with Employer in seeking a protective order or other appropriate remedy, consistent with Hawaii law.

Use and Disclosure Restrictions

• Employee shall use the Confidential Information solely for the purpose of performing Employee’s duties and obligations to Employer.
• Employee shall not, directly or indirectly, disclose, divulge, or communicate Confidential Information to any third party without Employer’s prior written consent.
• Option A: Employee shall not use the Confidential Information for personal gain or to compete with Employer.
• Option B: Employee shall not reverse engineer, decompile, or disassemble any of Employer’s products or software.
• Option C: Employee acknowledges that disclosure of Confidential Information may cause irreparable harm to Employer for which monetary damages may be insufficient, and that Employer shall be entitled to injunctive relief, in addition to any other remedies available at law or equity under Hawaii law.

Protection of Confidential Information

Employee shall take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use, including, but not limited to:

• Storing Confidential Information in a secure location.
• Using strong passwords and access controls to protect electronic data.
• Not discussing Confidential Information in public places.
• Option A: Complying with all of Employer’s security policies and procedures.
• Option B: Immediately notifying Employer of any actual or suspected breach of security.
• Option C: Returning all Confidential Information to Employer upon termination of employment.

Duration of Confidentiality Obligation

• The obligations of confidentiality under this Agreement shall continue during Employee’s employment with Employer and for a period of [Number] years after the termination of such employment.
• Option A: The obligations of confidentiality regarding trade secrets, as defined by Hawaii Revised Statutes (HRS) §482B-2, shall continue for as long as such information remains a trade secret under applicable law.
• Option B: The duration of confidentiality shall be indefinite for any information regarding [Specify type, e.g., customer lists].

Return of Confidential Information

Upon termination of employment or upon Employer’s request, Employee shall immediately return to Employer all Confidential Information in Employee’s possession or control, including all copies thereof, in whatever form.

• Option A: Employee shall certify in writing that all Confidential Information has been returned or destroyed.
• Option B: Employee shall allow Employer to inspect Employee’s personal devices and accounts to ensure compliance with this Agreement, subject to applicable privacy laws in Hawaii.

Notice of Unauthorized Disclosure

Employee shall immediately notify Employer in writing of any unauthorized disclosure or use of the Confidential Information of which Employee becomes aware.

Remedies for Breach

In the event of a breach of this Agreement by Employee, Employer shall be entitled to:

• Monetary damages.
• Injunctive relief, as per HRS §482B-4.
• Recovery of attorney’s fees and costs.
• Forfeiture of benefits (if permitted under Hawaii law).
• Option A: Punitive damages for willful or malicious conduct where allowed under Hawaii law.
• Option B: Specific performance of Employee's obligations under this agreement.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation and mediation consistent with Hawaii’s Mediation Rules (HRS §658A).
• If the dispute is not resolved through mediation, it shall be submitted to binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.
• Option A: 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.
• Option B: Venue for any legal action arising out of this Agreement shall be in the state and federal courts located in Honolulu, Hawaii.

Whistleblower Protection

Nothing in this Agreement shall be construed to prevent Employee from reporting suspected violations of law to appropriate governmental authorities, or from participating in any investigation or proceeding conducted by such authorities, as protected by Hawaii statutes.

Relationship

Employee’s employment with Employer is at-will and this Agreement does not alter that relationship.

• Option A: If Employee has an employment contract, then state: "Employee's employment is governed by the terms of the employment agreement dated [Date]".

Compliance with Hawaii Law

This Agreement is intended to comply with all applicable laws and regulations of the State of Hawaii, including the Hawaii Uniform Trade Secrets Act, data privacy laws, and relevant industry regulations.

Non-Disparagement

Employee agrees not to disparage Employer, its products, services, or employees, either during or after the term of employment. Employer agrees not to disparage Employee, either during or after the term of employment.

No License

Nothing in this Agreement shall be construed as granting Employee any license or other right to use the Confidential Information for any purpose other than as expressly permitted herein.

Severability

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

Non-Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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, relating to such subject matter.

Employer Compliance Audit

Employer reserves the right to conduct audits or inspections to ensure Employee's compliance with the terms of this NDA. Employee agrees to provide prompt certification of the destruction or return of Confidential Information when requested.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Legal Name]

Signature: ____________________________