Hawaii mutual nda template

Hawaii Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement (the "Agreement") is made and entered into as of [Effective Date] by and between:

• [Party A Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Party A Address], [Party A City], Hawaii [Party A Zip Code], Hawaii Business Registration Number (if applicable): [Party A Business Registration Number], Contact Person: [Party A Contact Person], Email: [Party A Email], Phone: [Party A Phone] ("Party A"),
• and
• [Party B Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Party B Address], [Party B City], Hawaii [Party B Zip Code], Hawaii Business Registration Number (if applicable): [Party B Business Registration Number], Contact Person: [Party B Contact Person], Email: [Party B Email], Phone: [Party B Phone] ("Party B").

1. Purpose

The Parties anticipate disclosing certain confidential information to each other for the purpose of:

• Option A: Exploring a potential [Collaboration Type] in Hawaii.
• Option B: Evaluating a potential [Transaction Type, e.g., merger, acquisition] involving a business in Hawaii.
• Option C: Performing [Service Type] in Hawaii.

2. Definition of Confidential Information

"Confidential Information" means any information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that relates to the Disclosing Party's business, including, but not limited to:

• Proprietary business plans.
• Technical data and software code.
• Trade secrets, as defined by Hawaii Revised Statutes (HRS) §482B.
• Financial statements.
• Marketing strategies.
• Client and vendor information.
• Research and development projects.
• Operational procedures.
• Contracts.
• Employee or personnel data.

3. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is rightfully received by the Receiving Party from a third party without restriction or obligation of confidentiality and not in violation of Hawaii law.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed by law, regulation, subpoena, or government order, provided that the Receiving Party provides the Disclosing Party with prompt written notice, to the extent legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

4. Obligations of Receiving Party

The Receiving Party agrees:

• To use the Confidential Information solely for the Purpose stated in Section 1 of this Agreement.
• To protect the Confidential Information from unauthorized use, disclosure, or access.
• To implement reasonable security measures, including industry-standard measures, to safeguard the Confidential Information in accordance with Hawaii data protection practices. This includes but is not limited to:
  • Secure storage.
  • Controlled access.
  • Digitization of documents in compliance with local privacy guidelines.
  • Mandatory non-sharing of confidential logins or credentials.
• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

5. Term and Termination

• The confidentiality obligations under this Agreement shall commence upon the Effective Date and shall continue for a period of [Number] years after the termination of this Agreement or until the Confidential Information becomes publicly available through no fault of the Receiving Party.
• Option A: Trade secret protections shall continue indefinitely as under HRS §482B.
• Option B: This Agreement shall terminate automatically upon the completion of the Purpose outlined in Section 1.

6. Return of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall:

• Promptly return all tangible and intangible Confidential Information, including all copies, summaries, and extracts thereof, to the Disclosing Party.
• If return is not feasible, irretrievably destroy all Confidential Information and certify such destruction in writing to the Disclosing Party. Digital and hardcopy returns/destruction must conform with Hawaii’s relevant data disposal requirements.

7. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized disclosure, loss, theft, or misuse of the Confidential Information. The notice shall include:

• A description of the unauthorized disclosure.
• The steps taken to contain and remediate the breach.
• Ongoing cooperation until the breach is resolved per Hawaii legal requirements.

8. Remedies for Breach

The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to:

• Seek temporary restraining orders, preliminary or permanent injunctive relief.
• Recover actual damages.
• Obtain specific performance.
• Recover attorneys' fees and costs.
• Any other equitable remedies available under Hawaii law, with explicit reference to HRS §603-21.9 and §482B for injunctive relief regarding trade secrets.

9. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the Parties.
• Option A: If negotiation fails, the Parties agree to submit the dispute to mediation in Hawaii.
• Option B: If mediation fails, the Parties agree to submit the dispute to binding arbitration in Hawaii.
• The venue for any legal action or arbitration relating to this Agreement shall be in [Specify County] County, Hawaii. 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.

10. No Restriction on Lawful Whistleblowing or Fair Competition

Nothing in this Agreement shall be construed to:

• Restrict lawful whistleblower reports or disclosures as protected under Hawaii or federal law.
• Limit rights under Hawaii's fair competition statutes (HRS Chapters 480, 481A, and 482B).

11. Electronic Signatures and Counterparts

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. Electronic signatures shall have the same force and effect as original signatures under the Hawaii Uniform Electronic Transactions Act (HRS §489E).

12. Authority

Each Party represents and warrants that its signatory is duly authorized to execute this Agreement and bind such Party.

13. Mutual Agreement

This Agreement is mutually binding and applies equally and reciprocally to both Parties.

• Option: (If there are asymmetrical rights, specify them here. If not, this option should be removed). [Specify any asymmetrical rights here].

14. Amendments and Waivers

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both Parties.

15. Severability

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

16. Regulatory Compliance

The Parties shall comply with all applicable Hawaii-specific regulatory requirements, including but not limited to:

• Option A: Health information privacy requirements under Hawaii Revised Statutes.
• Option B: Financial data protection requirements under applicable Hawaii laws.
• Option C: Government contracting non-disclosure requirements.

17. Non-Solicitation / Non-Circumvention (Optional)

• Option: (Include only if relevant to the Hawaii business relationship, consistent with local enforceability limits). [Specify non-solicitation or non-circumvention terms here, ensuring they are reasonable and enforceable under Hawaii law].

18. Hawaiian Language Accommodation

The Parties acknowledge Hawaii's official language status and agree to consider the use of the Hawaiian language or translation needs where relevant.

19. Specific Context

The scope and obligations of this NDA are tailored to the specific business, employment, or collaboration context, reflecting project specifics, duration, level of information sensitivity, local partnerships or joint ventures, and site-specific factors unique to Hawaii.

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

[Party A Name]

By: [Party A Signatory Name]

Title: [Party A Signatory Title]

[Party B Name]

By: [Party B Signatory Name]

Title: [Party B Signatory Title]