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.
Indiana Residuals Clause for Basic Nondisclosure Agreement
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Multi-State
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US-TS8025A
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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 ...
Employee agrees that, except in promoting the Company's business, and as necessary in performing the duties of his/her employment with the Company, Employee shall not use in any manner, directly or indirectly, any Confidential Information.
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.
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.
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.
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 ...
Make sure your NDA has consideration In the employee example, you're offering employment in consideration for the employee to keep the info confidential. For the merger example, you're offering info to determine if you can do a merger in consideration for the other party to keep the info confidential.
Injunctive relief means that the discloser is able to obtain a preemptive court order preventing the information from being spread. A clause can entitle a party to apply for an injunction to prevent the other party disclosing, or continuing to disclose, the confidential information.
