Make a Hawaii Non-Disclosure Agreement

Hawaii Revised Statutes

Hawaii has specific laws that regulate NDAs and trade secrets: Haw. Rev. Stat. § 482B . Hawaii non-disclosure agreements should be reasonable in scope for the signing party when it comes to how long they last, what they restrict, and the involved geographical location.

Non-disclosure agreements are best used with Hawaii non-compete agreements . However, a non-compete agreement may not be used for any business. The law has certain restrictions on the industries or types of employees/contractors that may use this type of agreement.

Definition of “Trade Secrets”

The definition of “trade secret” can be found in Haw. Rev. Stat. § 482B-2 . It states that a trade secret is information such as a formula, pattern, compilation, program, device, method, technique, or process with an actual or potential economic value because it isn't generally known or used by others who can gain an economic advantage from it. Your business must also take reasonable steps to keep the information protected.

How to Write a Hawaii Non-Disclosure Agreement

To create a basic Hawaii non-disclosure agreement, first review Hawaii Revised Statutes. Remember that your NDA must be reasonable for the signing party.

There is no substitute for qualified legal advice. We encourage you to seek out the guidance of a law firm before you create your NDA since the purpose of the document is to ensure that it is enforceable if you ever need to go to court.

You can save your NDA in Microsoft Word (.docx) to edit the template for future use.

• The opening paragraph identifies the Disclosing Party (you and your business) as well as provides the full address, identifies the Receiving Party and their full address, and explains the scope of the NDA (to prevent the unauthorized disclosure of trade secrets and other sensitive business information). You should also include the date that the contract becomes effective.
• The definition of trade secrets according to Hawaii Revised Statutes. A trade secret is information like a formula, pattern, compilation, program, device, method, technique, or process that holds actual or potential value since it is not information that is generally known or can be used for economic gain by others. It is something that your business must take reasonable methods to keep secret. Explain how the receiving party will know they receive confidential information.
• An explanation of what will not be considered a breach of confidential information on the part of the receiving party. For example, if the information is disclosed to the public at no fault of the receiving party, the receiving party discovers something or creates something on their own before providing it to the disclosing party, the receiving party learning of something through other legitimate means aside from the disclosing party or through an agent of the disclosing party, or information shared by the receiving party after receiving written approval from the disclosing party.
• An explanation of the receiving party's obligations. Examples include keeping the information in the highest of confidence, not using the information to the receiving party's benefit without the disclosing party's written approval, and carefully restricting access to the information without written approval from the disclosing party.
• Relationship clause. For some Hawaii NDAs, a relationship clause is useful because it states that nothing within the NDA makes either party a partner, joint venturer, or employee of the other.
• Jurisdiction clause. This clause states that the NDA is controlled by Hawaii revised statutes.
• Severability clause. This clause states that if a portion of the NDA is found to be unenforceable that the rest of it will remain valid.
• Integration clause. This clause states that the parties agree that the NDA supersedes all previous proposals, agreements, representations, and understands related to the subject material. It also states that the NDA may only be amended in writing and only if the parties sign the amendment.
• Waiver clause. This clause protects the parties because it states that if either party fails to exercise any right within the NDA, they do not automatically waive prior or subsequent rights.

The NDA needs signature lines as well as space for each party to print their names, their roles (Disclosing or Receiving Party), their professional titles, and a place for the date. When the NDA is finalized, each party should receive a copy of it for their records.