Hawaii investor nda template

Hawaii Investor Non-Disclosure Agreement

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

• [Disclosing Party Name], a [Entity Type, e.g., Hawaii corporation] with a principal place of business at [Disclosing Party Address, including city, state of Hawaii, and zip code] (“Disclosing Party”), and

• [Investor Name], a [Entity Type, e.g., Hawaii limited liability company, individual] with a principal place of business/residence at [Investor Address, including city, state of Hawaii, and zip code] (“Investor”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, or by any other means, concerning Disclosing Party’s business, operations, technology, financial condition, or other affairs, including but not limited to:

• Investment presentations, business plans, investor decks, pitch materials.

• Financial projections, proprietary technologies.

• Customer or supplier identities, terms of potential investment or deal structures.

• Cap table details, term sheets, valuation information.

• Operational strategies, data room contents.

• All related correspondence exchanged during any meeting, site visit, or electronic transmission.

2. Exclusions from Confidentiality

The obligations of confidentiality under this Agreement shall not apply to information that:

• Was already known to Investor, as demonstrated by documented evidence, prior to its disclosure by Disclosing Party.

• Was independently developed by Investor without use of or reference to any Confidential Information.

• Is or becomes generally available to the public other than as a result of a disclosure by Investor in violation of this Agreement.

• Is required to be disclosed by order of a Hawaiian court, subpoena, regulatory authority, or applicable law; provided that Investor shall promptly notify Disclosing Party of such requirement and cooperate with Disclosing Party in seeking a protective order or other appropriate remedy, and shall disclose only such information as is legally required.

3. Use of Confidential Information

Investor agrees to use the Confidential Information solely for the purpose of evaluating, negotiating, or conducting a potential investment in Disclosing Party (the “Purpose”). Investor shall not use the Confidential Information for any other purpose, including but not limited to competitive purposes, commercial exploitation, or any purpose not expressly authorized herein.

4. Security Measures

Investor shall take reasonable security safeguards, compliant with Hawaii state data protection and identity theft laws (HRS Chapter 487N) and the Hawaii Revised Statutes on data breach notification, to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:

• Physical and network security measures.

• Restricted access to the Confidential Information.

• Password protection.

• Secure disposal of Confidential Information.

5. Limited Disclosure

Investor shall disclose the Confidential Information only to its employees, directors, attorneys, accountants, or agents who have a strict “need to know” for the Purpose, and who are bound by written obligations of confidentiality at least as protective as those contained herein. "Backchannel" or informal sharing with competing investors, local business networks, investment syndicates, or any third party not directly involved in evaluation is strictly prohibited without advance written consent of the Disclosing Party.

6. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of:

• Option A: Two (2) years from the Effective Date.

• Option B: Five (5) years from the Effective Date.

• Option C: Until such time as the Confidential Information enters the public domain through no fault of the Investor.

• Option D: For information qualifying as a trade secret under the Hawaii Uniform Trade Secrets Act (Haw. Rev. Stat. § 482B), the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

7. Return or Destruction of Confidential Information

Upon termination of this Agreement or at Disclosing Party’s written request, Investor shall:

• Immediately cease all use of the Confidential Information.

• Promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof; or, at Disclosing Party’s option, certify in writing the destruction of all such Confidential Information.

8. Notice of Unauthorized Disclosure

Investor shall promptly notify Disclosing Party in writing upon becoming aware of any unauthorized access, breach, or potential misuse of the Confidential Information, and shall cooperate fully with Disclosing Party in taking all reasonable steps to contain and remedy such breach in compliance with local data breach notification laws (HRS Chapter 487N).

9. Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to:

• Injunctive relief to prevent any further unauthorized disclosure or use, without the necessity of posting a bond.

• Actual damages sustained by Disclosing Party as a result of such breach.

• Reasonable attorney’s fees incurred in enforcing this Agreement.

• Liquidated damages in the amount of [Dollar Amount] (if appropriate and permissible under Hawaii law).

10. 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.

• If negotiation fails, the parties shall submit the dispute to mediation administered by a respected Hawaii-based provider or the Hawaii State Judiciary Center for Alternative Dispute Resolution.

• If mediation fails, the dispute shall be resolved by binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Honolulu, Hawaii.

12. Industry and Regulatory Compliance

Investor agrees to comply with all applicable industry and regulatory requirements in Hawaii, including but not limited to:

• Compliance with HIPAA if Disclosing Party's business involves personal or health data.

• Compliance with Hawaiian business registration, licensing, and anti-fraud statutes.

13. No License or Assignment

Nothing in this Agreement shall be construed as granting to Investor any license or other right, title, or interest in or to the Confidential Information, or any intellectual property rights of Disclosing Party. Receipt of Confidential Information does not obligate Investor to proceed with any investment, nor does it constitute a joint venture, employment, or partnership.

14. 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.

15. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures may be exchanged electronically, in accordance with Hawaii’s Uniform Electronic Transactions Act (Haw. Rev. Stat. § 489E).

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

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Address: [Disclosing Party Address, including city, state of Hawaii, and zip code]

Contact Information: [Phone Number], [Email Address]

[Investor Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Address: [Investor Address, including city, state of Hawaii, and zip code]

Contact Information: [Phone Number], [Email Address]