---
jurisdiction: "Hawaii"
slug: hawaii
countryCode: US
snapshotAsOf: "2026-06-10"
lastReviewed: "2026-06-02"
canonicalUrl: https://openagreements.org/legal/non-compete/hawaii
license: CC BY 4.0
stale: false
---

> [!IMPORTANT]
> **Informational only — not legal advice.** This is a snapshot of an OpenAgreements practice note,
> provided for general information. It is not legal advice, does not create an attorney-client
> relationship, and is not a substitute for a licensed attorney in the relevant jurisdiction.
> Laws change; verify against the canonical version before relying on it.
>
> **Canonical:** https://openagreements.org/legal/non-compete/hawaii · **Snapshot as of:** 2026-06-10 · License: CC BY 4.0 · © UseJunior

# Non-Competes in Hawaii[^about]

Hawaii treats non-competes through HRS chapter 480's antitrust framework, including ancillary-covenant exceptions, the technology-worker ban, sale-of-business covenants, non-solicitation limits, remedies, and trade-secret alternatives.


## At a glance

| Question | Hawaii |
| --- | --- |
| **Are non-competes enforceable?** | Allowed if reasonable |
| **Bottom line** | Hawaii treats non-competes as restraints of trade under its antitrust statute, enforcing only covenants ancillary to a legitimate purpose, and flatly banning non-compete/non-solicit clauses for technology-business employees. |
| **Main law or case** | Haw. Rev. Stat. § 480-4 |
| **Main exceptions** | Technology-business employee ban (§ 480-4(d)); statutory categories: sale-of-business, partner-withdrawal, lease-use, trade-secret covenants |
| **Can a court narrow it?** | Unsettled |
| **Applies to contractors?** | Unclear |
| **Restriction extended during a breach?** | Open question |
| **Maximum length set by law** | No statutory limit (reasonable period required) |

## Are employee non-compete agreements enforceable in Hawaii? {#employee-noncompetes}

**Short answer.** Sometimes, but Hawaii starts from an antitrust rule. HRS 480-4(a) makes every in-state restraint of trade illegal, and HRS 480-4(c) allows only restrictive covenants that are ancillary to a legitimate purpose and do not substantially lessen competition or tend to create a monopoly [^employee-hrs-480-4-baseline][^employee-hrs-480-4-ancillary].

The practical test is not ordinary contract reasonableness alone. *Gagnon* says a covenant can satisfy the *Traeger* reasonableness factors and still fail if it is not ancillary to a legitimate purpose under HRS chapter 480 [^employee-gagnon-legitimate-purpose-required].

That matters most for ordinary employee covenants. A restraint whose real purpose is to block new competition is not enough. The employer needs a protectable interest such as trade secrets, genuinely confidential information, special customer relationships, workforce stability for an employee-solicitation covenant, or specialized training combined with other protectable factors [^employee-gagnon-competition-not-purpose][^employee-del-rosario-special-training].

> [!NOTE]
> **Practice note.**
>
> A Hawaii covenant that fits a familiar category is not automatically enforceable. Keep the record focused on the specific protected interest and on why the restraint is no broader than that interest requires [^employee-gagnon-legitimate-purpose-required][^employee-traeger-reasonableness-factors].

## What legitimate interests can support a Hawaii non-compete? {#protectable-interests}

**Short answer.** Trade secrets are expressly covered, and Hawaii cases also recognize a narrow set of non-statutory interests. HRS 480-4(c)(4) covers employee or agent covenants not to use employer trade secrets, while *Gagnon* and *Del Rosario* require a legitimate ancillary purpose beyond suppressing competition [^interests-hrs-480-4-trade-secrets][^interests-gagnon-competition-not-purpose][^interests-del-rosario-special-training].

The statute lists several categories, each still subject to the same chapter 480 limits: business-sale covenants, partner-withdrawal covenants, lease-use covenants, and employee or agent covenants tied to trade-secret use [^interests-hrs-480-4-sale][^interests-hrs-480-4-partner][^interests-hrs-480-4-lease][^interests-hrs-480-4-trade-secrets].

Outside the text, *Traeger* says the statutory categories are not exclusive, but *Gagnon* adds the modern limiting rule: the covenant still must be ancillary to a legitimate purpose under chapter 480 [^interests-traeger-not-exclusive][^interests-gagnon-legitimate-purpose-required].

> [!CAUTION]
> **Drafting note.**
>
> Do not label ordinary market knowledge as confidential and expect that label to carry the covenant. In *Gagnon*, the claimed confidential-interest theory failed where similarly situated workers were not restricted, information was shared more broadly, and no trade-secret violation was shown [^interests-gagnon-no-confidential-record].

## Are sale-of-business non-competes enforceable in Hawaii? {#sale-of-business}

**Short answer.** Yes, if they are tied to the sale of a business and limited to a reasonable area and reasonable period. HRS 480-4(c)(1) expressly permits a transferor covenant in connection with a business sale, subject to the broader antitrust limit in HRS 480-4(c) [^sale-hrs-480-4-business-sale][^sale-hrs-480-4-ancillary].

The sale context is stronger than an ordinary employment restraint because the buyer is usually protecting purchased goodwill. Still, the covenant must be reasonable. *Traeger* frames reasonableness around protection needed, hardship on the restricted party, public injury, geography, time, and breadth [^sale-traeger-reasonableness-factors][^sale-traeger-scope-factors].

> [!CAUTION]
> **Drafting note.**
>
> Tie a Hawaii sale covenant to the goodwill and competitive risk actually transferred. HRS 480-4(c)(1) requires reasonable area and time, and *Traeger* requires the restraint not to be greater than the protection needed [^sale-hrs-480-4-business-sale][^sale-traeger-reasonableness-factors].

## What special non-compete rule applies to Hawaii technology-business employees? {#technology-workers}

**Short answer.** Hawaii has a specific technology-business ban. Except for trade-secret covenants under HRS 480-4(c)(4), HRS 480-4(d) prohibits noncompete and nonsolicit clauses in employment contracts for employees of a technology business and makes the clause void and of no force and effect [^tech-hrs-480-4-technology-ban].

The definition focuses on the business, not just the employee title. A technology business is a trade or business deriving a majority of gross income from products or services resulting from software development, information technology development, or both [^tech-hrs-480-4-technology-definition].

The same definition excludes the broadcast industry and certain telecommunications carriers. The statute separately defines noncompete and nonsolicit clauses for this subsection [^tech-hrs-480-4-technology-definition][^tech-hrs-480-4-noncompete-definition][^tech-hrs-480-4-nonsolicit-definition].

> [!CAUTION]
> **Drafting note.**
>
> Do not use a broad employment noncompete or employee nonsolicit for a Hawaii technology-business employee. Draft around actual trade-secret use instead, because HRS 480-4(d) preserves only the HRS 480-4(c)(4) trade-secret path [^tech-hrs-480-4-technology-ban][^tech-hrs-480-4-trade-secret-exception].

## Are customer or employee non-solicitation agreements enforceable in Hawaii? {#non-solicitation}

**Short answer.** Sometimes, but they are analyzed as restraints of trade and need a legitimate ancillary purpose. *Gagnon* held that solicitation clauses require a legitimate ancillary purpose under HRS 480-4(a), and that a solicitation violation requires active initiation of contact [^nonsolicit-gagnon-legitimate-purpose][^nonsolicit-gagnon-active-contact].

The active-solicitation rule is important. Telling coworkers that the employee is leaving, or passively accepting a decision to follow, does not automatically prove solicitation. The employer needs evidence that the restricted person actively initiated the contact that allegedly breached the clause [^nonsolicit-gagnon-no-automatic-violation][^nonsolicit-gagnon-active-contact].

For technology-business employees, the statutory rule is stricter. HRS 480-4(d) voids nonsolicit clauses in covered employment contracts except for the trade-secret carve-out in HRS 480-4(c)(4) [^nonsolicit-hrs-480-4-technology-ban][^nonsolicit-hrs-480-4-trade-secret-exception].

> [!CAUTION]
> **Drafting note.**
>
> Avoid no-contact, no-service, and no-acceptance language if the intended restraint is a Hawaii solicitation covenant. *Gagnon* frames solicitation around active initiation of contact, and HRS 480-4 still requires a legitimate ancillary purpose [^nonsolicit-gagnon-active-contact][^nonsolicit-gagnon-legitimate-purpose].

## What remedies or consequences can follow an unlawful Hawaii non-compete? {#remedies}

**Short answer.** Hawaii chapter 480 has private remedies. A person injured in business or property by conduct forbidden by the chapter may sue for damages, may seek an injunction, and, if the judgment or decree is for the plaintiff, receives reasonable attorney fees and costs [^remedies-hrs-480-13-private-remedies].

For damages claims under HRS 480-13(a), the award is at least $1,000 or threefold damages, whichever is greater, plus reasonable attorney fees and costs for a prevailing plaintiff. For injunction proceedings, a plaintiff who obtains the decree is also awarded reasonable attorney fees and costs [^remedies-hrs-480-13-injunction-fees].

The fee rule is therefore plaintiff-focused, not a general loser-pays rule. In a non-compete dispute, the party suing under chapter 480 must still show injury to business or property by something forbidden or declared unlawful by the chapter [^remedies-hrs-480-13-private-remedies].

HRS 480-2 can also matter because it separately declares unfair methods of competition unlawful and allows any person to bring an action based on that theory [^remedies-hrs-480-2-unfair-competition][^remedies-hrs-480-2-person-actions].

## Are trade-secret, confidentiality, and NDA alternatives available in Hawaii? {#trade-secrets-ndas}

**Short answer.** Yes. HRS 480-4(c)(4) expressly allows an employee or agent covenant not to use trade secrets in competition for the time reasonably necessary to protect the employer or principal, without undue hardship on the employee or agent [^alternatives-hrs-480-4-trade-secrets].

Hawaii's trade-secret statute also preserves contractual remedies. HRS 482B-8 displaces conflicting tort, restitutionary, and other civil remedies for trade-secret misappropriation, but it does not affect contractual remedies, other non-misappropriation civil remedies, or criminal remedies [^alternatives-hrs-482b-8-displacement][^alternatives-hrs-482b-8-contracts-preserved].

The drafting point is to protect information rather than work. A confidentiality or NDA covenant is safer when it targets actual trade secrets or confidential information and avoids operating as a practical ban on ordinary employment competition [^alternatives-hrs-480-4-trade-secrets][^alternatives-gagnon-no-confidential-record].

> [!CAUTION]
> **Drafting note.**
>
> Do not make an NDA do non-compete work. Hawaii preserves trade-secret and contract remedies, but *Gagnon* rejected a confidentiality theory where the record did not show real protected information or a trade-secret violation [^alternatives-hrs-482b-8-contracts-preserved][^alternatives-gagnon-no-confidential-record].

## Does a Hawaii non-compete period toll during breach or litigation? {#tolling}

**Short answer.** Open question. The staged Hawaii authorities do not squarely resolve whether a covenant period pauses while the former employee is allegedly breaching or while enforcement litigation is pending, so a tolling clause should be analyzed as part of the effective duration of the restraint under HRS 480-4(c) and *Traeger* [^tolling-hrs-480-4-ancillary][^tolling-traeger-scope-factors].

The reason is practical. A contractual extension-on-breach clause lengthens the actual restraint. Hawaii's framework asks whether the covenant is ancillary to a legitimate purpose, whether its effect may substantially lessen competition, and whether its geography, time, and breadth are reasonable [^tolling-hrs-480-4-ancillary][^tolling-traeger-scope-factors].

> [!CAUTION]
> **Drafting note.**
>
> Do not assume a Hawaii court will automatically enforce a tolling or extension-on-breach clause. The clause is untested in the staged Hawaii sources, and because it extends the effective restricted period, it should be drafted and justified under the same HRS 480-4 antitrust and reasonableness limits that govern the covenant itself [^tolling-hrs-480-4-ancillary][^tolling-traeger-reasonableness-factors].

## Will Hawaii courts narrow or reform an overbroad non-compete? {#court-narrowing}

**Short answer.** Do not rely on it as a drafting strategy. The staged Hawaii sources support judicial reasonableness review and case-specific limits on injunctions, but they do not supply a broad rule that courts will rewrite any overbroad employee non-compete into an enforceable one [^narrowing-traeger-reasonableness-factors][^narrowing-del-rosario-honolulu-limit].

*Del Rosario* is the best example in the staged sources of a court correcting the enforced scope. The trial court had enjoined work as a briefer statewide, but the covenant itself was limited to the County of Honolulu, and the appellate court remanded to amend the judgment to that county limit [^narrowing-del-rosario-honolulu-limit].

That is not the same as permission to draft broadly. *Gagnon* refused enforcement of a non-compete that lacked a legitimate ancillary purpose, even though the employer argued confidentiality and competition concerns [^narrowing-gagnon-legitimate-purpose-required][^narrowing-gagnon-competition-not-purpose].

> [!CAUTION]
> **Drafting note.**
>
> Draft Hawaii restrictions at the minimum scope supported by the protected interest. A court may limit an injunction to the contract and record before it, but *Gagnon* shows that a covenant lacking a legitimate ancillary purpose can fail rather than be saved by narrower wording [^narrowing-del-rosario-honolulu-limit][^narrowing-gagnon-legitimate-purpose-required].

[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org) · Maintained by [UseJunior](https://usejunior.com). Last reviewed 2026-06-02. License: CC BY 4.0. Steven Obiajulu, J.D. is admitted in New York, not Hawaii. This article synthesizes Hawaii primary law and is not legal advice from a Hawaii-admitted attorney. This article is for informational purposes only and does not create an attorney-client relationship.

[^employee-hrs-480-4-baseline]: **HRS 480-4** — "Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce in the State, or in any section of this State is illegal." *Haw. Rev. Stat. 480-4(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^employee-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^employee-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>

[^employee-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>

[^employee-del-rosario-special-training]: **7's Enterprises, Inc. v. Del Rosario** — "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.>

[^employee-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>

[^interests-hrs-480-4-trade-secrets]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^interests-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>

[^interests-del-rosario-special-training]: **7's Enterprises, Inc. v. Del Rosario** — "Hence, as a matter of law, we hold that training that provides skills beyond those of a general nature is a legitimate interest which may be considered in weighing the reasonableness of a non-competition covenant, when combined with other factors weighing in favor of a protectable business interest such as trade secrets, confidential information, or special customer relationships." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=Hence%2C%20as%20a%20matter%20of,information%2C%20or%20special%20customer%20relationships.>

[^interests-hrs-480-4-sale]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(1).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^interests-hrs-480-4-partner]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(2).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^interests-hrs-480-4-lease]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(3).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^interests-traeger-not-exclusive]: **Technicolor, Inc. v. Traeger** — "Our understanding of the above committee report is that the restrictive covenants and agreements enumerated under § 480-4(c) were not meant to be exclusive in their respective fields." *Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).* <https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=Our%20understanding%20of%20the%20above,exclusive%20in%20their%20respective%20fields.>

[^interests-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>

[^interests-gagnon-no-confidential-record]: **Prudential Locations, LLC v. Gagnon** — "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.>

[^sale-hrs-480-4-business-sale]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(1).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^sale-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^sale-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>

[^sale-traeger-scope-factors]: **7's Enterprises, Inc. v. Del Rosario** — "A court ‘must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D>

[^tech-hrs-480-4-technology-ban]: **HRS 480-4** — "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^tech-hrs-480-4-technology-definition]: **HRS 480-4** — "‘Technology business’ means a trade or business that derives the majority of its gross income from the sale or license of products or services resulting from its software development or information technology development, or both. A ‘technology business’ excludes any trade or business that is considered by standard practice as part of the broadcast industry or any telecommunications carrier, as defined in section 269-1, that holds a franchise or charter enacted or granted by the legislative or executive authority of the State or its predecessor governments." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^tech-hrs-480-4-noncompete-definition]: **HRS 480-4** — "‘Noncompete clause’ means a clause in an employment contract that prohibits an employee from working in a specific geographic area for a specific period of time after leaving employment with the employer." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^tech-hrs-480-4-nonsolicit-definition]: **HRS 480-4** — "‘Nonsolicit clause’ means a clause in an employment contract that prohibits an employee from soliciting employees of the employer after leaving employment with the employer." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^tech-hrs-480-4-trade-secret-exception]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^nonsolicit-gagnon-legitimate-purpose]: **Prudential Locations, LLC v. Gagnon** — "Solicitation clauses are also contracts in restraint of trade or commerce that require a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Solicitation%20clauses%20are%20also%20contracts,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>

[^nonsolicit-gagnon-active-contact]: **Prudential Locations, LLC v. Gagnon** — "Our law does not clearly define ‘solicitation.’ We agree with reasoned opinions from other jurisdictions and now hold that ‘solicitation’ requires an active initiation of contact." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Our%20law%20does%20not%20clearly,an%20active%20initiation%20of%20contact.>

[^nonsolicit-gagnon-no-automatic-violation]: **Prudential Locations, LLC v. Gagnon** — "These agents’ termination of their employment with Locations and subsequent employment with Prestige do not automatically demonstrate a violation of the non-solicitation clause." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=These%20agents%E2%80%99%20termination%20of%20their,violation%20of%20the%20non%2Dsolicitation%20clause.>

[^nonsolicit-hrs-480-4-technology-ban]: **HRS 480-4** — "Except as provided in subsection (c)(4), it shall be prohibited to include a noncompete clause or a nonsolicit clause in any employment contract relating to an employee of a technology business. The clause shall be void and of no force and effect." *Haw. Rev. Stat. 480-4(d).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^nonsolicit-hrs-480-4-trade-secret-exception]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^remedies-hrs-480-13-private-remedies]: **HRS 480-13** — "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit." *Haw. Rev. Stat. 480-13(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm>

[^remedies-hrs-480-13-injunction-fees]: **HRS 480-13** — "Except as provided in subsections (b) and (c), any person who is injured in the person's business or property by reason of anything forbidden or declared unlawful by this chapter: (1) May sue for damages sustained by the person, and, if the judgment is for the plaintiff, the plaintiff shall be awarded a sum not less than $1,000 or threefold damages by the plaintiff sustained, whichever sum is the greater, and reasonable attorney's fees together with the costs of suit; provided that indirect purchasers injured by an illegal overcharge shall recover only compensatory damages, and reasonable attorney's fees together with the costs of suit in actions not brought under section 480-14(c); and (2) May bring proceedings to enjoin the unlawful practices, and if the decree is for the plaintiff, the plaintiff shall be awarded reasonable attorney's fees together with the costs of suit." *Haw. Rev. Stat. 480-13(a)(2).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0013.htm>

[^remedies-hrs-480-2-unfair-competition]: **HRS 480-2** — "Unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce are unlawful." *Haw. Rev. Stat. 480-2(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm>

[^remedies-hrs-480-2-person-actions]: **HRS 480-2** — "Any person may bring an action based on unfair methods of competition declared unlawful by this section." *Haw. Rev. Stat. 480-2(e).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0002.htm>

[^alternatives-hrs-480-4-trade-secrets]: **HRS 480-4** — "A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c)(4).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^alternatives-hrs-482b-8-displacement]: **HRS 482B-8** — "Except as provided in subsection (b) this chapter displaces conflicting tort, restitutionary, and other law of this State providing civil remedies for misappropriation of a trade secret." *Haw. Rev. Stat. 482B-8(a).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm>

[^alternatives-hrs-482b-8-contracts-preserved]: **HRS 482B-8** — "This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret." *Haw. Rev. Stat. 482B-8(b).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0482B/HRS_0482B-0008.htm>

[^alternatives-gagnon-no-confidential-record]: **Prudential Locations, LLC v. Gagnon** — "In addition, Locations did not produce any evidence of and did not dispute that there was no trade secret violation." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=In%20addition%2C%20Locations%20did%20not,was%20no%20trade%20secret%20violation.>

[^tolling-hrs-480-4-ancillary]: **HRS 480-4** — "Notwithstanding subsection (b) and without limiting the application of subsection (a), it shall be lawful for a person to enter into any of the following restrictive covenants or agreements ancillary to a legitimate purpose not violative of this chapter, unless the effect thereof may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State: (1) A covenant or agreement by the transferor of a business not to compete within a reasonable area and within a reasonable period of time in connection with the sale of the business; (2) A covenant or agreement between partners not to compete with the partnership within a reasonable area and for a reasonable period of time upon the withdrawal of a partner from the partnership; (3) A covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business or agricultural uses, or covenant or agreement of the lessee to be restricted in the use of the leased premises to certain business uses and of the lessor to be restricted in the use of premises reasonably proximate to any such leased premises to certain business uses; (4) A covenant or agreement by an employee or agent not to use the trade secrets of the employer or principal in competition with the employee's or agent's employer or principal, during the term of the agency or thereafter, or after the termination of employment, within such time as may be reasonably necessary for the protection of the employer or principal, without imposing undue hardship on the employee or agent." *Haw. Rev. Stat. 480-4(c).* <https://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0480/HRS_0480-0004.htm>

[^tolling-traeger-scope-factors]: **7's Enterprises, Inc. v. Del Rosario** — "A court ‘must examine such factors as geographical scope, length of time, and breadth of the restriction placed on a given activity.’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=A%20court%20%E2%80%9Cmust%20examine%20such,placed%20on%20a%20given%20activity.%E2%80%9D>

[^tolling-traeger-reasonableness-factors]: **7's Enterprises, Inc. v. Del Rosario** — "As observed in Traeger, courts will find a non-competition provision unreasonable if ‘ ‘(i) it is greater than required for the protection of the person for whose benefit it is imposed; (ii) it imposes undue hardship on the person restricted; or (iii) its benefit to the covenantee is outweighed by injury to the public.’ ’" *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=As%20observed%20in%20Traeger%2C%20courts,injury%20to%20the%20public.%E2%80%99%20%E2%80%9D>

[^narrowing-traeger-reasonableness-factors]: **Technicolor, Inc. v. Traeger** — "This ‘reasonableness analysis’ is done by the court, as a matter of law, and not as appellant contends, by a jury, as a matter of fact." *Technicolor, Inc. v. Traeger, 57 Haw. 113, 551 P.2d 163 (1976).* <https://www.courtlistener.com/opinion/1175722/technicolor-inc-v-traeger/#:~:text=This%20%E2%80%9Creasonableness%20analysis%E2%80%9D%20is%20done,as%20a%20matter%20of%20fact.>

[^narrowing-del-rosario-honolulu-limit]: **7's Enterprises, Inc. v. Del Rosario** — "The case is remanded to the court to amend its judgment to reflect that the injunction involved herein is limited to the County of Honolulu." *7's Enterprises, Inc. v. Del Rosario, 111 Haw. 484, 143 P.3d 23 (2006).* <https://www.courtlistener.com/opinion/2626419/7s-enterprises-inc-v-del-rosario/#:~:text=The%20case%20is%20remanded%20to,to%20the%20County%20of%20Honolulu.>

[^narrowing-gagnon-legitimate-purpose-required]: **Prudential Locations, LLC v. Gagnon** — "Even if a restrictive covenant otherwise satisfies the Traeger three-factor reasonableness test, it is unenforceable unless it is ancillary to a legitimate purpose not violative of Chapter 480." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Even%20if%20a%20restrictive%20covenant,not%20violative%20of%20Chapter%20480.>

[^narrowing-gagnon-competition-not-purpose]: **Prudential Locations, LLC v. Gagnon** — "Preventing competition, however, is not a legitimate ancillary purpose under HRS § 480-4(a)." *Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022).* <https://www.courtlistener.com/opinion/6358303/prudential-locations-llc-v-gagnon/#:~:text=Preventing%20competition%2C%20however%2C%20is%20not,purpose%20under%20HRS%20%C2%A7%20480%2D4(a).>
