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.
The Arizona Residuals Clause for Basic Nondisclosure Agreement serves to protect trade secrets and confidential information disclosed between parties in the state of Arizona. This clause is an essential component of a nondisclosure agreement (NDA), also known as a confidentiality agreement. It ensures that any residual knowledge or information retained by the receiving party after the termination of the agreement remains confidential and does not breach the terms of the NDA. The Residuals Clause states that during the term of the agreement and after its termination, if any party retains residual knowledge, information, or materials in their memory, they must still maintain confidentiality. It prohibits the receiving party from using, disclosing, or exploiting the retained residual information in any way that could harm the disclosing party's business interests or breach the NDA. In Arizona, there may be slight variations or additional clauses specific to certain industries or circumstances that modify the Residuals Clause. For example: 1. Specific Industry Residuals Clause: This type of clause may be tailored to meet the unique needs of specific industries, such as technology or healthcare. It may include additional provisions regarding the protection of proprietary algorithms, formulas, or medical research findings. 2. Non-compete Residuals Clause: In some cases, the NDA may include a non-compete clause, preventing the receiving party from engaging in similar business activities or working with competitors after the termination of the agreement. This provision aims to further safeguard the disclosing party's trade secrets and confidential information. 3. Term-Specific Residuals Clause: This type of clause specifies the duration for which the receiving party must maintain confidentiality of residual information. It may outline a specific time period, such as five years, after which the receiving party is no longer bound by the clause. Overall, the Arizona Residuals Clause for a Basic Nondisclosure Agreement is designed to protect sensitive information and trade secrets shared between parties. It ensures that even after the termination of the agreement, any residual knowledge or information remains confidential and cannot be used or disclosed in a manner detrimental to the disclosing party.
