Hawaii nda template

Hawaii Nondisclosure Agreement

This Nondisclosure Agreement ("Agreement") is made as of this [Date], by and between:

• [Disclosing Party Name], located at [Disclosing Party Address], hereinafter referred to as "Disclosing Party,"

and

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

1. Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including, without limitation:

• Technical information:
  • Option A: Inventions, discoveries, ideas, research, development, and know-how.
  • Option B: Designs, specifications, models, prototypes, and software code.
• Business information:
  • Option A: Business plans, marketing strategies, financial information, and pricing.
  • Option B: Customer lists, supplier information, and employee data.
• Trade Secrets:
  • Option A: All information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
  • Option B: As defined under Hawaii Revised Statutes §482B-4.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly known through no fault of Receiving Party.
• Was rightfully in Receiving Party’s possession prior to disclosure by Disclosing Party.
• Is rightfully disclosed to Receiving Party by a third party without restriction on disclosure.
• Is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information, and proof can be shown in written records.

3. Scope and Limitations of Use

• Mutual or Unilateral:
  • Option A: This Agreement is mutual, and the obligations herein apply equally to both parties.
  • Option B: This Agreement is unilateral, and only the Receiving Party is bound by the confidentiality obligations.
• Permitted Purpose:
  • Option A: To evaluate a potential business relationship.
  • Option B: For the purpose of [Describe specific project].
  • Option C: To determine whether to invest in [Company Name].
• Internal Access:
  • Option A: Access to Confidential Information is limited to Receiving Party’s employees, consultants, and contractors who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
  • Option B: No access to Confidential Information is granted to any third party.
• Limitations:
  • Option A: Receiving Party shall not copy, reverse engineer, disassemble, or decompile any Confidential Information without the Disclosing Party’s prior written consent.
  • Option B: Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent.

4. Duration

The obligations of confidentiality under this Agreement shall remain in effect for a period of:

• Option A: Two (2) years from the date of this Agreement.
• Option B: Five (5) years from the date of this Agreement.
• Option C: Indefinitely. (Note: Under Hawaii law, overly broad or perpetual confidentiality terms may be deemed unreasonable and unenforceable.)

5. Obligations of Receiving Party

• Standard of Care: Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care.
• Notification: Receiving Party shall immediately notify Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.
• Return or Destruction:
  • Option A: Upon Disclosing Party’s written request, Receiving Party shall promptly return all tangible embodiments of the Confidential Information, including all copies, summaries, and extracts thereof.
  • Option B: Upon Disclosing Party’s written request, Receiving Party shall promptly destroy all tangible embodiments of the Confidential Information, including all copies, summaries, and extracts thereof, and certify in writing to Disclosing Party that such destruction has occurred.

6. Exceptions to Non-Disclosure

Receiving Party may disclose Confidential Information if required by law or legal process, provided that Receiving Party:

• Provides Disclosing Party with prompt notice of such requirement (if legally permissible).
• Cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

7. Intellectual Property Ownership

• Option A: All Confidential Information remains the sole and exclusive property of Disclosing Party. No license or conveyance of any intellectual property rights is granted or implied under this Agreement.
• Option B: This agreement does not grant any right or license, whether express or implied, under any patent, copyright, trade secret, or other intellectual property rights now or hereafter owned, controlled or licensable by the Disclosing Party.
• Option C: Any and all Inventions or discoveries made or conceived by the Receiving Party, either solely or jointly with others, based on or incorporating the Disclosing Party’s Confidential Information, shall be owned by the [Disclosing/Receiving] party.

8. Non-Circumvention and Non-Solicitation

• Non-Circumvention:
  • Option A: Receiving Party agrees not to directly or indirectly contact, solicit, or engage with any clients or customers of Disclosing Party disclosed as part of the Confidential Information for a period of [Number] years following the termination of this Agreement.
  • Option B: This clause is intentionally omitted.
• Non-Solicitation:
  • Option A: Receiving Party agrees not to solicit, recruit, or hire any employees or independent contractors of Disclosing Party for a period of [Number] years following the termination of this Agreement.
  • Option B: This clause is intentionally omitted.

9. Remedies for Breach

In the event of a breach or threatened breach of this Agreement, Disclosing Party shall be entitled to:

• Injunctive Relief:
  • Option A: Injunctive relief to restrain Receiving Party from disclosing or using the Confidential Information in violation of this Agreement.
  • Option B: This clause is intentionally omitted.
• Damages:
  • Option A: Monetary damages for any loss or damage suffered as a result of the breach.
  • Option B: This clause is intentionally omitted.
• Attorney’s Fees:
  • Option A: Recovery of reasonable attorney’s fees and costs incurred in enforcing this Agreement.
  • Option B: This clause is intentionally omitted.
• Indemnification:
  • Option A: Indemnification against any third-party claims arising from Receiving Party’s breach.
  • Option B: This clause is intentionally omitted.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of:

• Option A: Hawaii, without regard to its conflict of laws principles.
• Option B: [State Name], without regard to its conflict of laws principles.

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in:

• Option A: Honolulu, Hawaii.
• Option B: [City, State].

(Note: Hawaii courts have specific case law addressing the enforceability of NDAs, and parties should be aware of these precedents when drafting and enforcing such agreements.)

11. Dispute Resolution

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

• Option A: Mediation in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.
• Option B: Binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.
• Option C: Litigation in the state or federal courts located in Honolulu, Hawaii.

(Note: Parties should be aware of Hawaii’s sunshine laws and transparency requirements if this Agreement involves a public entity.)

12. General Provisions

• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendments: This Agreement may be amended only by a written instrument signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Assignment:
  • Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
  • Option B: This agreement may be assigned without consent.
• Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

13. Compliance with Laws

Receiving Party shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Hawaii Revised Statutes Chapter 480 (Unfair and Deceptive Trade Practices), the Defend Trade Secrets Act (if applicable), and export control laws.

14. Special Clauses (Optional)

• Export Control: Receiving Party shall comply with all applicable export control laws and regulations of the United States and Hawaii.
• Data Privacy: Receiving Party shall comply with all applicable data privacy laws and regulations.
• Government Contractor: (If applicable) Receiving Party shall comply with all applicable government contracting regulations.

15. Changes in Law

• Option A: If any provision of this Agreement becomes invalid or unenforceable due to changes in applicable law, such provision shall be deemed amended to conform to such law.
• Option B: If any provision of this Agreement becomes invalid or unenforceable due to changes in applicable law, the parties shall renegotiate the affected provision in good faith.

16. Counterparts, Headings, No Obligation

• 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.
• Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
• No Obligation: Nothing in this Agreement shall be construed to obligate either party to enter into any further agreement or business relationship with the other party.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]