This form is a "Residuals" Clause for Basic Nondisclosure Agreement usable in agreements regarding nondisclosure of licensing, patents, or commercial trade secrets. The residuals clause allows some disclosures of confidential information under certain limited circumstances.
Kentucky Residuals Clause for Basic Nondisclosure Agreement
State:
Multi-State
Control #:
US-TS8025A
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Word;
PDF;
Rich Text
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How to fill out Residuals Clause For Basic Nondisclosure Agreement?
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FAQ
Residuals clauses are predominantly found in Confidentiality Agreements and are clauses specifically drafted with the intention of permitting a party disclosing confidential information to avail itself of, share such information and ideas which are maintained as a seeming direct consequence of the constructive ...
A residual clause is a contractual provision typically found in non-disclosure agreements where a party receiving confidential information may use or disclose the same without violating the terms of the agreement.
Typically, a legal professional writing the NDA will complete these steps: Step 1 - Describe the scope. Which information is considered confidential? ... Step 2 - Detail party obligations. ... Step 3 - Note potential exclusions. ... Step 4 - Set the term. ... Step 5 - Spell out consequences.
All Confidential Information of a party shall remain the exclusive property of such party, and no right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to the recipient party hereby or by its delivery to the recipient party hereunder.
This clause allows the receiving party to use, without restriction, some ?residual? information that is received during the course of the relationship between the parties, usually covering information that a party's personnel recollects from its ?unaided memory.? A ?residuals? clause can raise concerns for the ...
Obligations can include: not using or exploiting the confidential information in any way except for the purpose; not recording the confidential information except as strictly necessary for the purpose; not transmitting it in any form or by any means outside its usual place of business; and not directly or indirectly ...
Fixed compensation clauses will provide for the discloser to be paid a pre-determined amount (rather than an amount calculated by the actual loss suf- fered if the recipient breaches the NDA). They are often referred to as a ?penalty? or ?liquidated damages? clause.
What is Residuary or Residual Clause? A clause in a will that disposes of any estate property that remains after satisfaction of all other gifts.
