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.
A Georgia Residuals Clause for Basic Nondisclosure Agreement is a crucial element included in confidentiality agreements to protect the disclosing party's trade secrets and proprietary information. This clause aims to govern the treatment of residual information that the receiving party may retain after the disclosure. It establishes guidelines to ensure that even if certain confidential information remains in the recipient's memory, it cannot be used or disclosed in a manner detrimental to the disclosing party. In Georgia, there are typically two main types of Residuals Clauses used in Basic Nondisclosure Agreements: 1. Permissible Residuals Clause: This type of clause permits the receiving party to retain and utilize residual information that may be acquired through the course of its legitimate operations. However, it restricts the recipient from deliberately using residual information to compete with or harm the disclosing party. The disclosing party may insist on including specific provisions outlining what constitutes permissible residual information and how the recipient must handle it. 2. Prohibited Residuals Clause: This type of clause prohibits the receiving party from using or disclosing any residual information obtained during the course of the agreement. It ensures that all residual information is promptly returned, destroyed, or deleted by the recipient upon the disclosing party's request or termination of the agreement. The inclusion and specific wording of the Residuals Clause in a Basic Nondisclosure Agreement should always be tailored to the unique circumstances of the parties involved. It is essential to consult legal professionals experienced in Georgia laws to ensure that the Residuals Clause provides adequate protection and is enforceable under state jurisdiction. Keywords: Georgia, Residuals Clause, Basic Nondisclosure Agreement, trade secrets, proprietary information, confidentiality agreements, receiving party, disclosing party, residual information, Permissible Residuals Clause, Prohibited Residuals Clause, legitimate operations, competition, harm, permissible, prohibited, specific provisions, wording, tailored, legal professionals, enforceable, state jurisdiction.
