EMPLOYEE NON-COMPETITION AGREEMENT

(State of Hawaiʻi)

[// GUIDANCE: This template is designed for use with employees other than those engaged in “technology business” as defined in Haw. Rev. Stat. § 480-4(c). Non-compete and non-solicitation covenants covering technology-business employees are void in Hawaiʻi. Confirm applicability before finalizing.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Employee Non-Competition Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LEGAL NAME OF EMPLOYER], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).

2. Recitals.
   A. Employer is engaged in the business of [DESCRIPTION OF BUSINESS] (the “Business”).
   B. Employee will be employed by Employer in the position of [TITLE], during which Employee will acquire specialized training, confidential information, and goodwill belonging to Employer.
   C. Employer desires to protect its legitimate business interests, including trade secrets, confidential information, and customer relationships, through reasonable post-employment restrictions; and Employee is willing to enter into such restrictions in consideration of the benefits described herein.

3. Consideration.
   As material consideration for Employee’s obligations under this Agreement, and intending to be legally bound, Employer shall provide:
   a. If signed prior to commencement of employment: the offer of employment itself; or
   b. If signed after commencement of employment: [SPECIFY ADDITIONAL CONSIDERATION, e.g., “a one-time payment of $[AMOUNT]” or “promotion to [TITLE] with salary increase”].
   [// GUIDANCE: Hawaiʻi courts require independent consideration for non-competes executed after employment has begun.]

4. Term.
   This Agreement shall take effect on the Effective Date and shall remain in force through the Restricted Period (defined below), unless earlier terminated or modified pursuant to Section IX.2.

II. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in bold throughout this Agreement.

1. Affiliate – Any entity that directly or indirectly controls, is controlled by, or is under common control with Employer.
2. Competing Business – Any business that, within the Restricted Territory, engages in, or plans to engage in, products or services that are the same as or substantially similar to the Business.
3. Confidential Information – All non-public information, whether or not marked confidential, relating to Employer or its Affiliates, including trade secrets, proprietary data, customer lists, pricing, marketing strategies, product plans, and personnel information.
4. Employment Period – The period during which Employee is employed by Employer, whether on a full-time, part-time, temporary, or other basis.
5. Restricted Period – The period commencing on the Termination Date and continuing for [X] months thereafter.
6. Restricted Territory – The State of Hawaiʻi; provided, however, that if Employee’s duties include other geographic areas, the Restricted Territory shall include each jurisdiction in which Employee had Material Contact (as defined below) with Employer’s customers during the last 12 months of the Employment Period.
7. Material Contact – Any interaction between Employee and a customer, vendor, or prospective customer that was designed to establish, maintain, or further a business relationship on behalf of Employer.
8. Termination Date – The last day of Employee’s Employment Period, regardless of the reason for termination.

III. OPERATIVE PROVISIONS

1. Non-Competition Covenant.
   a. During the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly:
   i. Own, manage, operate, control, or participate in the ownership, management, operation, or control of a Competing Business;
   ii. Be employed by, provide services to, or otherwise assist a Competing Business in any capacity that is the same as or similar to the position held with Employer, or that would unavoidably require use or disclosure of Confidential Information; or
   iii. Consult with or render services to any person or entity that intends to establish a Competing Business.
   b. Passive ownership of publicly traded securities constituting less than 2% of the outstanding voting power of a Competing Business shall not, by itself, constitute a breach of this Section III.1.

2. Permitted Activities.
   Nothing herein shall prohibit Employee from:
   a. Working for a Competing Business outside the Restricted Territory;
   b. Working for a Competing Business within the Restricted Territory in a role that is wholly unrelated to the Business and for which Employee will not use or disclose Confidential Information; or
   c. Engaging in any activity expressly approved in advance in writing by an authorized officer of Employer.

3. Blue-Pencil/Reformation.
   It is the parties’ intent that this Agreement be enforced to the fullest extent permitted by applicable law. If any provision, time period, or geographic area is deemed unenforceable, a court of competent jurisdiction is authorized to modify such provision to the minimum extent necessary to render it enforceable, and the provision shall be enforced as so modified.

IV. REPRESENTATIONS & WARRANTIES

1. Authority. Each party represents that it has full power and authority to enter into and perform this Agreement.
2. No Conflicting Obligations. Employee represents and warrants that Employee is not party to, and will not be party to, any agreement or restriction that would conflict with Employee’s obligations under this Agreement.
3. Compliance with Law. Employee acknowledges that the restrictive covenants herein are reasonable and necessary to protect Employer’s legitimate interests and that enforcement will not impose undue hardship on Employee or the public under Hawaiʻi law.
4. Survival. The representations and warranties in this Section IV shall survive termination of the Employment Period for the duration of the Restricted Period.

V. COVENANTS & RESTRICTIONS

1. Confidentiality. Employee shall maintain the confidentiality of Confidential Information during the Employment Period and for five (5) years thereafter, or for so long as such information remains a trade secret under applicable law, whichever is longer.
2. Non-Solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit or attempt to solicit business from any customer or prospective customer of Employer with whom Employee had Material Contact during the last 12 months of the Employment Period.
3. Non-Solicitation of Employees. During the Restricted Period, Employee shall not recruit, solicit, or encourage any employee or contractor of Employer to terminate his or her relationship with Employer.
4. Notice to Subsequent Employers. For the Restricted Period, Employee shall provide a copy of this Agreement to any prospective employer or business partner prior to accepting employment or engagement and shall notify Employer in writing of the name, address, and nature of such employment or engagement.

VI. DEFAULT & REMEDIES

1. Events of Default. Any breach of Sections III (Non-Competition Covenant) or V (Covenants & Restrictions) shall constitute a material default.
2. Notice & Cure. Employer may deliver written notice specifying the alleged breach. Employee shall have a ten (10) calendar-day cure period unless the breach is incapable of cure or involves misappropriation of trade secrets, in which case no cure period shall apply.
3. Primary Remedy – Injunctive Relief. Employee acknowledges that monetary damages would be inadequate and consents to the issuance of temporary, preliminary, and permanent injunctive relief, without bond to the extent permitted by law, to enforce the provisions of this Agreement.
4. Cumulative Remedies. The rights and remedies set forth herein are cumulative and in addition to any other rights or remedies at law or in equity.
5. Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification by Employee. Employee shall indemnify, defend, and hold Employer and its Affiliates, and their respective officers, directors, employees, and agents, harmless from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s breach of this Agreement.
2. No Limitation of Liability. The parties acknowledge and agree that no contractual cap on liability applies to Employee’s obligations hereunder.
3. Insurance. Employer may, at its election, maintain key-person or similar insurance on Employee, and Employee shall cooperate in all reasonable respects with the procurement and maintenance of such insurance.
4. Force Majeure. Neither party shall be liable for failure to perform if prevented by events beyond its reasonable control, provided that such party uses diligent efforts to resume performance promptly.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Hawaiʻi, without regard to its conflict-of-laws principles.
2. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Hawaiʻi, and waive any objection based on forum non conveniens.
3. Arbitration (Optional). [OPTIONAL—SELECT IF DESIRED] Any dispute arising out of or relating to this Agreement shall, at Employer’s sole election, be finally resolved by binding arbitration administered by [ARBITRATION PROVIDER] under its employment arbitration rules. The seat of arbitration shall be Honolulu, Hawaiʻi. Judgment on the award may be entered in any court of competent jurisdiction.
4. Jury Waiver (Optional). [OPTIONAL—SELECT IF DESIRED] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
5. Equitable Relief Preserved. Nothing in this Section VIII shall limit either party’s right to seek injunctive or other equitable relief in state court for actual or threatened breaches of Sections III or V.

IX. GENERAL PROVISIONS

1. Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in enforcing any right shall operate as a waiver thereof.
2. Termination; Release. Employer may terminate this Agreement at any time upon written notice to Employee, whereupon the restrictive covenants shall be null and void with respect to future conduct.
3. Assignment. This Agreement is personal to Employee and may not be assigned by Employee. Employer may assign this Agreement without Employee’s consent to any successor to the Business.
4. Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
5. Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed as provided in Section III.3.
6. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, whether oral or written.
7. Electronic Signatures. The parties agree that electronic signatures shall be deemed originals for all purposes.
8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Employee Non-Competition Agreement as of the Effective Date.

[Optional Notary Acknowledgment – include if required under company policy or desired for evidentiary purposes.]

[// GUIDANCE: Prior to execution, confirm (1) the reasonableness of the Restricted Period and Restricted Territory in light of the employee’s actual duties; (2) that the employee does not qualify as a “technology business” employee under Haw. Rev. Stat. § 480-4(c); and (3) that any additional consideration for an existing employee is delivered contemporaneously with signing.]