NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is made and entered into by and between Haolys LLC (“Disclosing Party”) and the undersigned individual or entity (“Receiving Party”). Haolys LLC may also be referred to herein collectively with its affiliates or associated ventures—namely the Hanalei PIER Club and Haoly Pools—as the “Disclosing Party.”

In consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Purpose

The Disclosing Party possesses confidential, proprietary, and business information relating to the Hanalei PIER Club, Haolys LLC, and Haoly Pools (“Confidential Information”). The Receiving Party wishes to evaluate, discuss, or otherwise obtain information about the Disclosing Party’s business operations and/or engage in a potential business relationship with the Disclosing Party. This Agreement sets forth the terms and conditions under which the Receiving Party agrees to protect and maintain the confidentiality of the Disclosing Party’s Confidential Information.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information of the Disclosing Party or its affiliates, including but not limited to:

1. Business strategies, marketing plans, financial information, forecasts, and projections.

2. Technical data, research, product designs, plans, prototypes, and business methods.

3. Customer lists, supplier lists, customer data, and pricing information.

4. Any intellectual property, trade secrets, proprietary knowledge, or know-how.

5. Any other information clearly identified or reasonably identifiable as confidential or proprietary.

Confidential Information does not include information that:

1. Is or becomes publicly available without breach of this Agreement by the Receiving Party;

2. Is lawfully obtained by the Receiving Party from a third party who has the right to disclose it without breaching any confidentiality obligations; or

3. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

3. Obligations of the Receiving Party

1. Non-Disclosure: The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use at least the same degree of care to maintain the confidentiality of the Confidential Information as it uses to protect its own confidential or proprietary information, but in no event less than a reasonable degree of care.

2. Permitted Use: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating or pursuing a business relationship or any other purpose explicitly authorized in writing by the Disclosing Party. The Receiving Party shall not use the Confidential Information for its own benefit or for any purpose not permitted under this Agreement.

3. Spouse Provision: If the Receiving Party is married, the Receiving Party’s spouse is not considered an authorized individual to receive Confidential Information, unless the spouse has also executed a Non-Disclosure Agreement with the Disclosing Party on terms at least as restrictive as this Agreement.

4. Return or Destruction: Upon request by the Disclosing Party or upon termination of discussions or the business relationship, the Receiving Party shall promptly return or destroy all materials containing or reflecting Confidential Information, including any copies, reproductions, or summaries, and shall certify in writing that it has done so if the Disclosing Party requests such certification.

4. Limited Non-Compete

1. Scope: The Receiving Party agrees that it shall not use or rely on any Confidential Information to establish, operate, or assist in the operation of any business that is directly or indirectly competitive with the Disclosing Party’s business, including but not limited to the Hanalei PIER Club, Haolys LLC, or Haoly Pools.

2. Interference: The Receiving Party further agrees not to interfere or attempt to interfere, directly or indirectly, with any of the Disclosing Party’s relationships or prospective relationships with customers, clients, vendors, suppliers, or any other parties based on knowledge, insight, or access gained from the Disclosing Party’s Confidential Information.

3. Term of Non-Compete: The non-compete and non-interference obligations under this Section shall be in effect for a period of five (5) years from the date of the last disclosure of Confidential Information or from the effective date of this Agreement, whichever is later.

5. Remedies

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages would not provide a sufficient remedy. In the event of any breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable relief as a remedy, in addition to any other remedies available at law or in equity.

6. Term and Termination

1. Term: This Agreement shall commence on the Effective Date (the date of signature and submission of this form) and shall continue until the Confidential Information ceases to be confidential or for as long as the Disclosing Party continues to make Confidential Information available to the Receiving Party, whichever occurs later.

2. Survival: The obligations contained in this Agreement, including the obligation of confidentiality and the limited non-compete provisions, shall survive any termination or expiration of this Agreement for the period(s) stated herein.

7. No License

Nothing in this Agreement is intended to grant or imply any license, right, or authority to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, except as expressly stated in this Agreement.

8. Governing Law and Jurisdiction

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Hawaii for any actions arising out of or relating to this Agreement.

9. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may not be amended or modified except in writing signed by both parties.

10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The provision deemed invalid shall be deemed severable from the Agreement and shall not affect the validity or enforceability of the remaining provisions.

11. No Waiver

No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude the exercise of any other right, power, or privilege.

12. Assignment

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this Section shall be void and of no effect.

13. Acknowledgment and Disclaimer

The Receiving Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. The Receiving Party further acknowledges that no warranties are made, express or implied, regarding the Confidential Information or its accuracy, completeness, or reliability.