Hawaii partnership nda template

Hawaii Partnership Non-Disclosure Agreement

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

• [Partner 1 Full Legal Name], residing/located at [Partner 1 Address], and having a principal place of business at [Partner 1 Business Address] (“Partner 1”); and
• [Partner 2 Full Legal Name], residing/located at [Partner 2 Address], and having a principal place of business at [Partner 2 Business Address] (“Partner 2”); and
• [Partner 3 Full Legal Name, or N/A if only 2 partners], residing/located at [Partner 3 Address], and having a principal place of business at [Partner 3 Business Address] (“Partner 3”).

(Each a “Party” and collectively, the “Parties”).

WHEREAS, the Parties are engaged in or contemplating engaging in a business partnership in the State of Hawaii; and

WHEREAS, in connection with such partnership, the Parties may disclose to each other certain confidential and proprietary information;

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

Definition of Confidential Information

Option A: "Confidential Information" shall mean any and all information disclosed by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”), whether orally or in written, electronic, visual, or other tangible form, that relates to the Disclosing Party’s business, including, but not limited to:

• Business plans
• Partnership agreements and amendments
• Financial records, including capital contributions and profit/loss distributions
• Client and vendor information
• Proprietary business methods and intellectual property developed under the partnership
• Tax documents
• Meeting minutes
• Investment strategies and valuations
• Partner personal data
• Compliance documents
• Any other information reasonably understood to be confidential.

Option B: "Confidential Information" shall be defined narrowly as only information specifically marked as “Confidential” by the Disclosing Party at the time of disclosure.

Exclusions from Confidential Information

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

• Is or becomes publicly known through no fault of the Receiving Party;
• Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information;
• Is received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party; or
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (if legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy. Any disclosure required by law should be limited to the minimum extent necessary to comply with the legal obligation.

Option B: The obligations of confidentiality shall cease to apply if the partnership dissolves under the terms of the partnership agreement.

Use and Disclosure Restrictions

Option A: The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purpose of furthering the business of the partnership (the “Permitted Purpose”). The Receiving Party shall not use the Confidential Information for its own competitive advantage, personal benefit, or for any purpose other than the Permitted Purpose. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of all partners or the designated managing partner of the Disclosing Party.

Option B: Confidential Information can be shared with employees on a need-to-know basis, who are then also bound by the terms of this NDA.

Security and Management of Confidential Information

Option A: The Receiving Party shall take reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information, including, but not limited to, storing the information in a secure location, limiting access to authorized personnel, and implementing appropriate data security measures in accordance with Haw. Rev. Stat. § 487N and industry standards appropriate for the partnership’s business.

Option B: The Receiving Party shall ensure that all electronic Confidential Information is stored on encrypted devices.

Notification of Unauthorized Disclosure

Option A: The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorized disclosure, loss, or breach of Confidential Information and shall cooperate fully with the Disclosing Party in investigating and mitigating such event.

Option B: Notification shall be provided within 24 hours of discovery of the breach.

Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the partnership and for [Number] years following termination of the partnership.

Option B: The obligations of confidentiality under this Agreement shall continue during the term of the partnership and shall survive permanently following termination of the partnership.

Return of Confidential Information

Option A: Upon termination of the partnership or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies and extracts thereof, or, at the Disclosing Party’s option, shall certify in writing the destruction of such Confidential Information.

Option B: The Receiving Party may retain one archival copy of the Confidential Information for legal compliance purposes only.

Remedies for Breach

Option A: The Parties agree that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to restrain any threatened or continuing breach of this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. The parties agree that liquidated damages of [Dollar Amount] is appropriate.

Option B: The parties agree to pursue mediation before seeking injunctive relief.

Compliance with Laws

Option A: Each Party shall comply with all applicable federal and Hawaii state privacy, security, and intellectual property regulations, including, but not limited to, the Hawaii Uniform Trade Secrets Act (Haw. Rev. Stat. Chapter 482B).

Option B: The parties agree to comply with all Hawaii state licensing regulations relevant to the partnership’s business field.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in Hawaii. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Hawaii in accordance with the rules of the American Arbitration Association.

Option B: Any dispute arising out of or relating to this Agreement shall be exclusively litigated in the state courts located in [County Name], Hawaii. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.

Severability

Option A: 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.

Option B: In the event of a conflict between this NDA and the Partnership Agreement, the Partnership Agreement will control.

Amendment and Waiver

Option A: This Agreement may be amended only by a written instrument signed by all Parties. 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.

Option B: Amendments can be approved by a majority of the partners, rather than all partners.

Notices

Option A: All notices and other communications hereunder 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.

Option B: Notices may also be sent via email to [Email Address Partner 1], [Email Address Partner 2], and [Email Address Partner 3]

No Partnership or Agency

This Agreement does not create any partnership, agency, or employment relationship between the Parties, except as provided in the underlying partnership agreement.

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. This NDA shall be read in conjunction with, but independent from, the underlying Hawaii partnership agreement, and that its terms supersede any prior informal understandings regarding confidentiality.

Counterparts and Electronic 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. This Agreement may be executed electronically in accordance with Hawaii’s Uniform Electronic Transactions Act (Haw. Rev. Stat. Chapter 489E).

Review and Update

Option A: The parties agree to review and update the confidentiality protocols as required by changes in partnership business or Hawaii law.

Option B: Such a review shall occur annually.

Authority

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.

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

[Partner 1 Full Legal Name]

By: [Partner 1 Signature]

Name: [Partner 1 Printed Name]

Title: [Partner 1 Title, e.g., Partner]

[Partner 2 Full Legal Name]

By: [Partner 2 Signature]

Name: [Partner 2 Printed Name]

Title: [Partner 2 Title, e.g., Partner]

[Partner 3 Full Legal Name, Optional if only 2 partners]

By: [Partner 3 Signature]

Name: [Partner 3 Printed Name]

Title: [Partner 3 Title, e.g., Partner]