1. Purpose
The Parties wish to explore or engage in a business relationship involving [[Describe the Purpose of Disclosure, e.g., evaluation of a potential joint venture, consulting engagement, investment discussion, or product development collaboration]] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose confidential and proprietary information to the Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
- Business plans, strategies, financial information, pricing, forecasts, and projections.
- Customer and supplier lists, contact information, and related data.
- Technical information, trade secrets, inventions, know-how, processes, formulas, software, source code, algorithms, and research.
- Marketing plans, product roadmaps, designs, specifications, and prototypes.
- Personnel information, compensation data, and internal policies.
- Any other information that is marked "Confidential," "Proprietary," or with a similar legend, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no fault or action of the Receiving Party.
- Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without confidentiality obligation.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Is rightfully received from a third party without breach of any confidentiality obligation.
- Is required to be disclosed by law, regulation, or court order, subject to the notice provisions below.
4. Obligations of Receiving Party
The Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and use the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care.
- Use the Confidential Information solely for the Purpose and not for any other purpose, including competing with the Disclosing Party.
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose.
- Limit access to the Confidential Information to its employees, contractors, agents, or representatives who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement.
- Be responsible for any breach of this Agreement by its representatives.
5. Term and Survival
- This Agreement shall remain in effect for a period of [[Two (2) / Three (3)]] years from the Effective Date, or until terminated earlier by either Party upon thirty (30) days' written notice.
- The obligations of confidentiality and non-use with respect to trade secrets shall survive indefinitely or for the period such information remains a trade secret under applicable law.
- For other Confidential Information, the obligations shall survive for a period of [[Three (3) / Five (5)]] years after termination or expiration of this Agreement or the Purpose, whichever is later.
6. Return or Destruction of Materials
Upon the written request of the Disclosing Party, or upon termination of discussions or this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession, including all copies, notes, and derivatives, and certify in writing that it has done so. The Receiving Party may retain one copy for archival or legal compliance purposes, which shall remain subject to this Agreement.
7. No License or Warranty
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. The Disclosing Party makes no representations or warranties regarding the accuracy or completeness of any Confidential Information.
8. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or stop any breach or threatened breach, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
9. Compelled Disclosure
If the Receiving Party is required by law, regulation, or legal process (including subpoena or court order) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate reasonably with the Disclosing Party's efforts and disclose only the minimum information required.
10. Mutual / One-Way Structure
[[This Agreement is mutual. Each Party may be a Disclosing Party and a Receiving Party with respect to its own Confidential Information disclosed to the other. / This is a one-way Agreement under which only the Disclosing Party is disclosing Confidential Information.]]
11. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship, or to disclose any particular information. Either Party may terminate discussions at any time.
12. 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 conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Hawaii for any dispute arising out of or relating to this Agreement.
13. Miscellaneous
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
- Amendments. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties.
- Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Waiver. The failure of either Party to enforce any right or provision shall not constitute a waiver.
- Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound.
- Notices. Notices shall be in writing and delivered by certified mail, overnight courier, or email with read receipt to the addresses above or such other address as designated in writing.
- Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
- Export Compliance. The Parties shall comply with all applicable U.S. export control laws and regulations.
14. Trade Secrets Acknowledgment (Hawaii Uniform Trade Secrets Act)
The Parties acknowledge that the Hawaii Uniform Trade Secrets Act (HRS Chapter 482B) protects trade secrets from misappropriation. The Parties agree that the Confidential Information may include trade secrets and that any misappropriation may give rise to remedies under that Act in addition to this Agreement.
15. Non-Solicitation of Employees and Customers (Optional, Limited Scope)
[[During the term of this Agreement and for a period of one (1) year thereafter, the Receiving Party agrees not to solicit or hire any employee of the Disclosing Party who was introduced in connection with the Purpose, and not to solicit any customer of the Disclosing Party whose identity was learned solely through Confidential Information, for the purpose of providing competing services or products; provided that the foregoing shall not restrict general solicitations not specifically targeted at such individuals or the Disclosing Party's customers, and shall not apply to any individual whose employment was terminated by the Disclosing Party prior to the solicitation.]]
16. Data Security and Privacy
Where Confidential Information includes personal data or regulated information, the Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access, use, or disclosure, and shall comply with all applicable privacy and data protection laws, including any Hawaii-specific requirements.
17. Independent Contractors
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party is an independent contractor.
Signatures
DISCLOSING PARTY:
[[Disclosing Party Full Legal Name]]
By: ______________________________________________
Name: [[Signatory Name and Title]]
Title: [[Title]]
Date: ________________
RECEIVING PARTY:
[[Receiving Party Full Legal Name]]
By: ______________________________________________
Name: [[Signatory Name and Title]]
Title: [[Title]]
Date: ________________
This Hawaii Non-Disclosure Agreement is a sample template for use under Hawaii law, including the Hawaii Uniform Trade Secrets Act (HRS Chapter 482B). It provides for standard definitions, exclusions, obligations, term, survival, return/destruction, remedies, and governing law provisions. It does not include unenforceable non-compete or overly broad non-solicit provisions. This is not legal advice. The Parties should consult a Hawaii-licensed attorney to tailor this Agreement to the specific transaction, duration, and scope of disclosure. Verify current statutes on the official Hawaii legislature website. Information current as of June 2026.
