Hawaii independent contractor nda template

Hawaii Independent Contractor Non-Disclosure Agreement

This Hawaii Independent Contractor Non-Disclosure Agreement (this “Agreement”) is made and effective as of this [Date],

BY AND BETWEEN:

• [Company Name], a [State of Incorporation] corporation/LLC, with its principal place of business at [Company Address], hereinafter referred to as "Disclosing Party,"

AND

• [Contractor Name], residing at [Contractor Address], hereinafter referred to as "Receiving Party."

WHEREAS, Disclosing Party possesses certain confidential information which it desires to protect from unauthorized disclosure and use; and

WHEREAS, Receiving Party is an independent contractor performing services for Disclosing Party and will have access to such confidential information;

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

• Confidential Information

• Option A: "Confidential Information" shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing (including electronic form), relating to Disclosing Party's business, including, but not limited to: technology, business processes, client data, pricing models, project deliverables, intellectual property (including any intellectual property developed in Hawaii during the engagement), marketing plans, unique local business methods, proprietary software, source code, contract terms, and any information expressly marked or identified as confidential.

• Option B: "Confidential Information" includes, but is not limited to: [Specify Information].

• Option C: Confidential information includes all materials created by the Receiving Party during the course of the agreement.

• Exclusions from Confidentiality

• Information that is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its representatives.

• Information that was already rightfully in Receiving Party’s possession prior to the disclosure by Disclosing Party.

• Information that is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.

• Information that is rightfully received by Receiving Party from a third party without any obligation of confidentiality.

• Information required to be disclosed pursuant to applicable law, court order, or other government authority, provided that Receiving Party gives Disclosing Party reasonable advance written notice of such required disclosure (where legally permissible) and cooperates with Disclosing Party in seeking a protective order or other appropriate relief.

• Use and Disclosure Restrictions

• Receiving Party shall use the Confidential Information solely for the purpose of performing its services for Disclosing Party.

• Receiving Party shall not disclose the Confidential Information to any third party without Disclosing Party’s prior written consent.

• Receiving Party shall not use or disclose the Confidential Information for its own benefit or the benefit of any third party.

• Standard of Care

• Option A: Receiving Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care. This includes physical and electronic safeguards.

• Option B: Receiving Party shall limit access to the Confidential Information to its employees or permitted subcontractors who have a need to know such information for the purpose of performing services for Disclosing Party and who are bound by confidentiality obligations no less restrictive than those contained herein. Written assurances must be obtained from all permitted sub-contractors.

• Term of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the independent contractor relationship and for a period of [Number] years following the termination of that relationship.

• Option B: With respect to trade secrets as defined under the Hawaii Uniform Trade Secrets Act (HRS Chapter 482B), the obligations of confidentiality shall continue indefinitely.

• Return of Confidential Information

• Upon the termination of the independent contractor relationship, or upon Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof, or certify in writing its destruction. This includes all physical documents, data drives, electronic records, and work product developed in Hawaii.

• Notice of Unauthorized Disclosure

• Receiving Party shall immediately notify Disclosing Party in writing of any unauthorized disclosure, misuse, or theft of the Confidential Information. Receiving Party shall fully cooperate with Disclosing Party in investigating any such incident and in taking steps to prevent its recurrence, including preservation of evidence and assistance in legal proceedings as allowed by Hawaii law.

• Remedies

• Option A: Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Receiving Party waives any requirement for the posting of a bond in connection with such injunctive relief where permissible.

• Option B: In addition to injunctive relief, Receiving Party shall be liable for all direct and consequential damages resulting from any breach of this Agreement, including reasonable attorneys’ fees and costs.

• Option C: Liquidated Damages of [Dollar Amount] for any breach of this Agreement.

• Attorney’s Fees

• In the event of any legal action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

• Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to participate in mediation in [City/County, Hawaii]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City/County, Hawaii] in accordance with the rules of the American Arbitration Association.

• Governing Law; Venue

• 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. The exclusive venue and jurisdiction for any action or proceeding arising out of or relating to this Agreement shall be in the state or federal courts located in Hawaii.

• Compliance with Hawaii Statutes

• Receiving Party shall comply with all applicable Hawaii statutes, including but not limited to the Hawaii Uniform Trade Secrets Act, Hawaii data privacy laws, and other relevant business regulations. Receiving Party shall not misuse personal information under Hawaii’s privacy statutes.

• Intellectual Property

• Option A: No Work for Hire. It is understood and agreed that nothing in this Agreement shall be construed to create a “work for hire” relationship, as that term is defined under United States copyright law. Any intellectual property created by Receiving Party in connection with the services performed for Disclosing Party shall be owned by [Disclosing Party / Receiving Party].

• Option B: Assignment of Intellectual Property. Receiving Party hereby assigns to Disclosing Party all right, title, and interest in and to any and all intellectual property created in connection with the services performed for Disclosing Party.

• Independent Contractor Status

• It is expressly understood and agreed that Receiving Party is an independent contractor and not an employee of Disclosing Party. Nothing in this Agreement shall be construed to create an employer-employee relationship.

• Oral Disclosures

• Option A: Oral disclosures are not covered by this agreement unless confirmed in writing within [Number] days.

• Option B: All oral disclosures are covered.

• 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.

• Amendments; Waivers

• No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

• Electronic Signatures

• Electronic or digital signatures shall be valid and enforceable under the Hawaii Uniform Electronic Transactions Act.

• Severability

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

• Acknowledgement of Hawaii Law and Practices

• Receiving Party acknowledges that it has had the opportunity to consult with legal counsel regarding this Agreement and that it consents to the application of Hawaii law. Receiving Party also acknowledges awareness of local industry practices relevant to [Specify Industry, e.g., tourism] in Hawaii.

• Assignment

• This Agreement may not be assigned by Receiving Party without the prior written consent of Disclosing Party.

• Third Party Disclosures

• Option A: Receiving Party is permitted to disclose confidential information to the following third parties: [List Third Parties], as long as those third parties are bound by a confidentiality agreement substantially similar to this one.

• Option B: Receiving Party is not permitted to disclose confidential information to any third parties.

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

[Company Name]

By: [Name]

Title: [Title]

[Contractor Name]

Signature: [Signature]