Hawaii supplier nda template

Hawaii Supplier Non-Disclosure Agreement

This Hawaii Supplier Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date], by and between:

• [Company Name], a company organized and existing under the laws of Hawaii, with its principal place of business at [Company Address] ("Disclosing Party"), and
• [Supplier Name], a company organized and existing under the laws of [State/Country], with its principal place of business at [Supplier Address] ("Receiving Party").

WHEREAS, Disclosing Party desires to disclose certain Confidential Information (as defined below) to Receiving Party in connection with a potential or existing supplier relationship; and

WHEREAS, Receiving Party desires to receive such Confidential Information and to protect the confidentiality thereof.

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or in any other form, relating to Disclosing Party’s business, including, but not limited to:

• Proprietary data
• Business plans
• Financial records
• Supply chain information
• Commercial terms
• Pricing
• Product specifications
• Technical processes
• Purchase orders
• Shipment details
• Vendor and customer lists
• Designs
• Manufacturing methods
• Test results
• Documents
• Communications

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available other than as a result of a disclosure by Receiving Party in violation of this Agreement.
• Was already lawfully known to Receiving Party prior to its disclosure by Disclosing Party.
• Is independently developed by Receiving Party without reference to the Confidential Information.
• Is required to be disclosed by law, court order, or valid regulatory request.
  • Receiving Party shall provide Disclosing Party with prompt written notice of such required disclosure, to the extent legally permissible.
  • Receiving Party shall only disclose such information to the extent required by law, court order, or valid regulatory request.

Use of Confidential Information

Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations and providing services as detailed in the supplier agreement between the parties.

• Option A: Receiving Party shall not use the Confidential Information for any other purpose.
• Option B: Receiving Party shall not use the Confidential Information for its own benefit or the benefit of any third party.

Receiving Party shall not disclose, distribute, transfer, or sell the Confidential Information to any third party, contractor, or affiliate without the express prior written consent of Disclosing Party.

Safeguarding Confidential Information

Receiving Party shall protect the Confidential Information from unauthorized disclosure by using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

• Physical security procedures reasonably suitable for Hawaii’s regulatory environment
• Technical security procedures reasonably suitable for Hawaii’s regulatory environment
• Organizational security procedures reasonably suitable for Hawaii’s regulatory environment, including employee confidentiality training

Receiving Party shall maintain detailed records of access to the Confidential Information.

Receiving Party shall promptly report any suspected breach of this Agreement or unauthorized disclosure of Confidential Information to Disclosing Party as mandated under Hawaii Revised Statutes Chapter 487N.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the duration of the supplier relationship between the parties and for a period of [Number] years after the termination of that relationship.

• Option A: This Agreement shall continue indefinitely for trade secrets.
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.

Return of Confidential Information

Upon termination of the supplier relationship or at the written request of Disclosing Party, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies and extracts thereof, or, at Disclosing Party’s option, destroy such Confidential Information and certify such destruction in writing to Disclosing Party.

Governing Law and Jurisdiction

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, including the Hawaii Revised Statutes and, where relevant, the Uniform Trade Secrets Act as adopted in Hawaii.

• Option A: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Hawaii located in Honolulu County.
• Option B: Any dispute arising out of or relating to this agreement shall be resolved through binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.

Remedies for Breach

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, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including monetary damages and attorney's fees consistent with Hawaii law.

• Option A: Liquidated Damages: In the event of a breach of this Agreement, Receiving Party shall pay Disclosing Party liquidated damages in the amount of [Dollar Amount].
• Option B: Disclosing party shall be entitled to seek all remedies available at law or equity.

Notification of Breach

Receiving Party shall promptly notify Disclosing Party of any breach or suspected breach of this Agreement, unauthorized access to Confidential Information, or any legal demand for Confidential Information, and shall cooperate fully with Disclosing Party in investigating and mitigating any such breach or demand.

No License

Nothing in this Agreement shall be construed as granting Receiving Party any license or right, express or implied, to use the Confidential Information for any purpose other than as expressly provided herein.

Assignment

Receiving Party shall not assign, transfer, or subcontract this Agreement or any rights or obligations hereunder without the prior written consent of Disclosing Party.

Compliance with Laws

Each party shall comply with all applicable federal and Hawaii-specific laws, rules, and regulations in performing its obligations under this Agreement, including state procurement rules (if a public entity is involved) and sector-specific confidentiality requirements.

• Option A: Receiving Party shall comply with all relevant data retention and destruction requirements particular to Hawaii.
• Option B: Receiving Party shall comply with all relevant industry regulations for [Industry] in Hawaii.

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 to this Agreement must be in writing and signed by both parties.

Waiver

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.

Severability

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.

Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation and mediation in Honolulu, Hawaii. If the dispute cannot be resolved through negotiation and mediation, it shall be submitted to binding arbitration in accordance with the laws of Hawaii.

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

[Company Name]

By: [Name]

Title: [Title]

[Supplier Name]

By: [Name]

Title: [Title]