This form is a "Residuals" Clause for a Consultant Agreement usable in consulting agreements where consultant exposure to commercial trade secrets or other confidential information is a factor. The residuals clause allows some disclosures of confidential information under certain limited circumstances.
The Illinois Residuals Clause for Consultant Agreement is a crucial provision that governs the treatment of intellectual property and confidential information created or obtained by a consultant during their engagement with a client based in the state of Illinois. This clause establishes the rights and obligations of both parties regarding the use and ownership of any residuals, which are the valuable knowledge, skills, or information that the consultant acquires or develops during the project. The purpose of the Illinois Residuals Clause is to protect the interests of both the consultant and the client, ensuring that any confidential or proprietary information generated during the course of the engagement is appropriately handled and not misused by either party. Compliance with this clause is vital to maintain trust and safeguard trade secrets or other sensitive information. Under the Illinois Residuals Clause, consultants usually agree to keep all confidential information of the client strictly confidential and not to disclose it to any third parties without express written consent. They are required to take reasonable measures to protect the information from unauthorized use or disclosure, employing industry-standard safeguards to maintain confidentiality. Furthermore, the consultant may be obligated to assign all rights, titles, and interests of any innovations, discoveries, or works created during the engagement to the client. However, certain types of residuals may be exempted from this assignment, such as prior knowledge or pre-existing works owned by the consultant before the agreement. These exceptions can be defined within the agreement, specifying the different types of residuals that fall outside its purview. One type of Illinois Residuals Clause is the broad residuals' clause, which attempts to cover all possible types of intellectual property or confidential information created during the engagement. This clause typically does not distinguish between different types of residuals and instead seeks to assign ownership of any and all residuals to the client. On the other hand, another type of residuals clause is a limited or specific residuals' clause, which explicitly outlines the specific types of residuals that will be assigned to the client and excludes others from assignment. This provision may define different categories of information or intellectual property that fall under its scope, such as inventions, works of authorship, or trade secrets. It is important to carefully review and negotiate the Illinois Residuals Clause before signing a consultant agreement to ensure that the scope, assignment, and exceptions align with the interests and expectations of both parties involved.
