This is a nondisclosure agreement that is to be used in technology transactions. It concerns the use and confidentiality of "evaluation material" between the target company and a company seeking a transaction with that company.
A Hawaii Unilateral Nondisclosure Agreement (NDA) for Use in Technology Transactions is a legally binding document that helps protect the confidential information exchanged between parties involved in technology-related agreements in the state of Hawaii. This type of NDA is specifically designed for technology transactions, ensuring that the parties involved can freely share sensitive information while maintaining control over its disclosure and preventing any unauthorized use or dissemination. By signing the agreement, the recipient of the confidential information, often referred to as the "Recipient," acknowledges their responsibilities and obligations regarding the protection and non-disclosure of the disclosed information. Different types or variations of the Hawaii Unilateral Nondisclosure Agreement may exist, depending on the specific requirements and circumstances of the parties involved. However, the core elements and provisions typically remain the same, with minor modifications to suit the nature of the technology transactions at hand. Some key components of a Hawaii Unilateral Nondisclosure Agreement for Use in Technology Transactions may include: 1. Parties involved: The agreement will clearly identify the parties involved, namely the disclosing party (often referred to as the "Disclosed") and the recipient party (the "Recipient"). 2. Definition of confidential information: The agreement will provide a detailed definition of what constitutes confidential information. This can include trade secrets, technical data, financial information, software, research and development data, and any other proprietary or sensitive information disclosed during the course of the transaction. 3. Obligations of the recipient: The NDA will outline the recipient's duties and obligations, such as maintaining the confidentiality of the disclosed information, using it solely for the intended purpose, and refraining from disclosing or using it for any unauthorized activities. The recipient may also be required to take reasonable measures to safeguard the confidential information. 4. Exceptions to confidentiality: The NDA may specify certain exceptions where the recipient may be permitted to disclose the confidential information. For instance, if the information becomes public knowledge through no fault of the recipient or if disclosure is required by law. 5. Term and termination: The agreement will specify the duration of the NDA and the circumstances under which it can be terminated. Commonly, the term can range from a specific number of years or may be based on the completion of the transaction. 6. Governing law and dispute resolution: The NDA will typically mention that Hawaii law governs the interpretation and enforcement of the agreement. It may also outline the methods for resolving disputes, such as arbitration or mediation. Variations of the Hawaii Unilateral Nondisclosure Agreement may focus on the specific nuances and requirements of different types of technology transactions, such as software development agreements, technology licensing agreements, or joint venture agreements involving technology transfer. However, the fundamental purpose of these agreements remains consistent — safeguarding confidential information and preventing its unauthorized use or disclosure.
