Hawaii Non-Disclosure Agreement (NDA) Review
Hawaii's NDA landscape has two sharp edges. Since July 1, 2015, HRS 480-4(d) has voided non-compete and non-solicit clauses in employment contracts with employees of technology businesses, and HRS 378-2.2 bars NDAs that silence workers about sexual harassment. Confidentiality clauses otherwise survive, with trade secrets protected under HRS chapter 482B. Outside tech, restrictive covenants are judged under the reasonableness test from Technicolor v. Traeger (Haw. 1976).
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Hawaii
Hawaii protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Generally enforceable if reasonable, but VOID for technology-business employees. Check the industry.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Hawaii also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Hawaii's non-compete rules above.
Who counts as a technology business employee?
Act 158 (2015) defines a technology business as one that gets the majority of its gross income from selling or licensing products or services resulting from its software development or information technology development, or both. Broadcasting and telecommunications carriers are excluded. For those employers, any non-compete or non-solicit in an employment contract signed on or after July 1, 2015 is void.
The legislature's reasoning was that trade secret law already protects employers. That means a Hawaii tech NDA can still bind you to keep secrets, but cannot stop you from joining a competitor or recruiting colleagues.
What applies outside tech, and to harassment NDAs?
Hawaii courts apply a reasonableness analysis: a covenant fails if it is broader than needed to protect the employer, imposes undue hardship on the employee, or harms the public more than it helps the employer.
Hawaii also limits harassment NDAs for every employer. HRS 378-2.2, added by Act 17 (2020) and broadened by Act 288 (2022), bars an employer from entering into or requiring a nondisclosure agreement that prevents an employee from disclosing or discussing sexual harassment or sexual assault at work, at work events, or between coworkers. Since 2022 it is not limited to agreements signed as a condition of employment. Narrow exceptions cover confidential HR investigations.
What should a Hawaii signer check?
Start by asking whether the employer counts as a technology business, because that one fact decides whether any non-compete or non-solicit inside the NDA has force. Then review the confidentiality definition and exclusions. Hawaii's trade secret statute, like the uniform act, does not protect information that is generally known, so a clause reaching your general skills or public facts should be narrowed.
Hawaii sources checked 2026-10-09: Hawaii Session Laws 2015, Act 158 · Hawaii Session Laws 2022, Act 288 (amending HRS 378-2.2) · WIPO table of state Uniform Trade Secrets Act citations (Hawaii 482B). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Hawaii NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by Hawaii law
- Return/destruction obligation and one-sided injunctive relief
Hawaii NDA FAQ
Is an NDA enforceable in Hawaii?
Yes, a reasonable confidentiality agreement is generally enforceable in Hawaii, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in Hawaii?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Hawaii a reasonable non-compete can be enforceable, Generally enforceable if reasonable, but VOID for technology-business employees. Check the industry. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Hawaii?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against Hawaii law.
Can Hawaii enforce a non-compete buried in an NDA?
Hawaii is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Generally enforceable if reasonable, but VOID for technology-business employees. Check the industry. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
I work at a Honolulu software startup. Is my NDA's non-solicit valid?
If the company gets most of its gross income from software or IT development, HRS 480-4(d) voids non-compete and non-solicit clauses in employment contracts signed on or after July 1, 2015. Your confidentiality obligations still apply. If you are a contractor rather than an employee, the analysis may differ.
Can a Hawaii NDA stop me talking about sexual harassment at work?
No. HRS 378-2.2 bars employers from entering into or requiring an NDA that prevents an employee from disclosing or discussing workplace sexual harassment or sexual assault, and Act 288 (2022) extended that beyond hiring paperwork. Employers also may not retaliate for such disclosures. Ordinary confidentiality about trade secrets still applies.
Asked to sign an NDA in Hawaii?
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Hawaii rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Hawaii law when you run your NDA, and you should confirm anything critical with a qualified attorney.