Hawaii Employee and Severance NDA

Draft a Hawaii employee or severance NDA that follows HRS 378-2.2, which bars an employer from requiring an NDA that gags workplace sexual harassment or assault.

Introduction

A Hawaii employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release agreement, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In Hawaii, HRS 378-2.2 bars an employer from requiring an employee to sign an NDA that prevents them from disclosing or discussing sexual harassment or sexual assault in the workplace. It targets the pre-dispute NDA required as a condition of employment and covers sexual harassment and assault, not general discrimination. DocDraft drafts a Hawaii-compliant employee or severance NDA from your facts, with that carve-out built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Hawaii's limit comes from HRS 378-2.2. An employer may not require an employee to sign an NDA that prevents them from disclosing or discussing workplace sexual harassment or sexual assault.

  2. 2

    The restriction is about NDAs the employer requires. The law targets an agreement imposed as a condition of employment, the pre-dispute NDA signed at or during hire, not a resolution the worker chooses later.

  3. 3

    The scope is sexual harassment and sexual assault. Hawaii's statute covers those specifically. It does not, by its terms, void an NDA that touches general discrimination or other unlawful conduct.

  4. 4

    It reaches conduct across work settings. The protection covers harassment or assault in the workplace, at work-related events, between employees, and between an employer and an employee.

  5. 5

    A post-dispute confidential settlement can still be allowed. Once a dispute has arisen, an employee may choose to keep a settlement confidential, because that choice belongs to the worker rather than being forced up front.

  6. 6

    Trade secrets remain fully protectable. Hawaii law limits the sexual-misconduct gag, not the protection of legitimate confidential information, so a well-drafted NDA keeps that scope.

  7. 7

    Federal protections still apply on top. The Speak Out Act, the non-waivable right to report to agencies like the EEOC and the NLRB, and the Defend Trade Secrets Act notice apply regardless of the agreement's terms.

Key decisions before you file

Before you file a Employee and Severance NDA in Hawaii, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

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HAWAII EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by Hawaii law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (HAWAII, HAW. REV. STAT. 378-2.2) Nothing in this Agreement prevents Employee from disclosing or discussing sexual harassment or sexual assault occurring in the workplace, at work-related events, between employees, or between the Company and Employee. This Agreement is not required as a condition of employment as to any such disclosure, and is not intended to prevent it. If a dispute has arisen, Employee may choose to resolve it through a settlement and may request that the settlement terms remain confidential; that choice belongs to Employee.

  5. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  6. NO OTHER RESTRICTIONS ON RIGHTS Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. This Agreement does not waive Employee's right to file a charge with, testify before, or participate in an investigation by the Hawaii Civil Rights Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, and does not require Employee to notify the Company before doing so.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  8. GENERAL This Agreement is governed by Hawaii law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

Hawaii Requirements for Employee and Severance NDA

Hawaii HRS Section 378-2.2

Draft a Hawaii employee or severance NDA that follows HRS 378-2.2, which bars an employer from requiring an NDA that gags workplace sexual harassment or assault.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, covering things like trade secrets, client lists, and internal processes. A severance NDA is the same instrument signed at separation, usually inside a release agreement in exchange for severance pay, and it often also keeps the departure terms confidential. In Hawaii, neither one can be required in a way that gags the worker about workplace sexual harassment or sexual assault.

It prohibits an employer from entering into or requiring an employee to enter into a nondisclosure agreement that prevents the employee from disclosing or discussing sexual harassment or sexual assault occurring in the workplace, at work-related events, between employees, or between an employer and an employee. In short, an employer cannot use a required NDA to silence a worker about workplace sexual misconduct.

By its terms, HRS 378-2.2 covers sexual harassment and sexual assault. It does not reach general discrimination or other unlawful conduct the way broader state laws do. That said, federal law and the reporting rights an employee cannot waive still apply, so a Hawaii NDA should never try to block a worker from reporting any unlawful conduct to a government agency.

An employer can ask you to sign an NDA to protect legitimate confidential information, but under HRS 378-2.2 it cannot require one that prevents you from disclosing or discussing workplace sexual harassment or sexual assault. A compliant onboarding NDA protects trade secrets while leaving that disclosure right open, and reviewing it with an attorney before signing is an option DocDraft makes available.

Yes, within limits. Hawaii's restriction targets an NDA the employer requires up front. Once a dispute has arisen, an employee may choose to resolve it through a confidential settlement, because keeping it private is the worker's own choice at that point rather than a condition imposed before any dispute. A severance NDA should still leave the underlying sexual-misconduct disclosure right intact.

Yes. HRS 378-2.2 limits an NDA that gags workplace sexual harassment or assault, not the protection of legitimate confidential business information. A Hawaii employee or severance NDA can still protect trade secrets, client and pricing data, and other proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted agreement.

The federal Speak Out Act makes a pre-dispute NDA or non-disparagement clause unenforceable to the extent it covers a dispute involving sexual assault or sexual harassment, which reinforces Hawaii's own limit. A worker also keeps the non-waivable right to report to agencies such as the EEOC, the NLRB, and the SEC. Those protections apply no matter what the agreement says.