How to Create a Non-Disclosure Agreement in Hawaii
A confidentiality agreement in Hawaii is also called a non-disclosure agreement (NDA), and it refers to the document used to protect proprietary information or trade secrets maintaining your company's competitive advantage in the process. With an NDA, you will be able to protect your intellectual property and other types of details that fall in the trade secrets category.
In case you are wondering, trade secrets refer to confidential information which could be a method, device, program, compilation, technique, or process which gives you an active or a potential economic advantage because the information is unknown to others. So, if the information gets out, you will lose your competitive advantage. It could also be regarded as the information that forms the subject of the efforts set in place to maintain its secrecy.
Upon signing of an NDA, the issues that surround the privacy of the signing party will be protected. The document is deemed valid and enforceable as long as it meets the requirements of Hawaii's revised statutes outlined in Title 26.482B of the state's Trade Secrets Act.
What is confidential information?
The confidential information represents any data or information deemed proprietary to the party that discloses the information. This information is generally unknown to the public, and it is present in a tangible or intangible form.
However, confidential information is not information that was known by the receiving party before receiving and signing the NDA. Also, confidential information is not information that is known to the receiving party from another source like a third party, information that is publicly available, or even information that is required during an administrative or a judicial proceeding, or information that the party is required to disclose because of any other legal requirement. Lastly, confidential information is not information developed independently by the receiving party.
Types of NDAs
There are two main types of NDAs, the unilateral and the bilateral/ mutual NDAs.
A unilateral NDA refers to the contract where only one party agrees not to disclose specific confidential information to third parties. This is the most common type of NDA, and it is created between employers and employees or companies and independent contractors. On the other hand, you have the bilateral NDA which is created when both parties to the NDA agree to maintain the confidentiality of each other’s trade secrets. Often, the mutual NDAs are signed by two businesses that wish to maintain the confidentiality of their business information, a common occurrence in mergers and takeovers.
The role of an NDA
A free non-disclosure agreement in Hawaii is legally binding once the parties to the agreement sign and date the document. Businesses and individuals do this for many reasons. The roles of the NDA include:
Protection of patent rights
Maintenance of a competitive advantage in business
You could use it to stipulate the responsibilities of the parties to your NDA
It sets the standards for handling sensitive information
It protects business information for companies involved in mergers
You need an NDA to establish the groundwork for any legal action.
Creating NDAs in Hawaii
To create an NDA, you first need to download a free Hawaii non-disclosure agreement form. The form comes in a format that is acceptable statewide, and all you have to enter is the information that is specific to your circumstances.
Some of the crucial elements of the NDA include:
The definition of the confidential information is essential for the establishment of the rules or the subject of the contract.
A list of information that is not considered confidential because it is available in the public domain or it was obtained by the receiving party legitimately - for example through reverse engineering. The clause with these details is the exclusions clause.
Obligations of the parties to the agreement whether one party or both parties involved are expected to keep the details of the information a secret. The obligations also stipulate the consequences of a breach of contract as well as the fact that the receiving party must restrict the access of the information to other employees or contractors.
Time frames: this is the duration during which the parties to the NDA are required to keep the information in the NDA a secret.
Lastly, the parties to the NDA should sign and date the NDA to create the confidential and legally binding relationship.
If you wish to protect your trade secrets or confidential information from use or revelation to direct competitors by former employees, you'll have your employees sign reasonable non-compete agreements.
This is a legally binding covenant that forbids your former employees from disclosing trade secrets to your direct competitors or forming companies like yours using the knowledge and skills gained working with you. The document must have a time restriction so that the named employee/ former employee will not breach the contract a few years after working for you.
However, the contents of the document must be deemed reasonable for its enforcement. Among other conditions, the contract should not place a former employee under any undue hardships, and the contents of the document should not be injurious to the public. Also, the contractual arrangement should not reduce competition substantially or result in the creation of a monopoly.
The state requires the presence of consideration. This is; a reward or something of value that the parties get from the relationship. The court accepts an offer of a higher salary or even a promotion or extra benefits as enough consideration for signed non-competes. However, the promise of continued employment or getting a job does not qualify as consideration.
Also, the time and the geographic scopes must be reasonable.
Are you looking for an NDA in Honolulu, Lahaina, Volcano, Kailua, Hilo, Kapolei, Hawi, and Waikoloa Village among other cities in Hawaii? Get started today with our free non-disclosure forms.