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 Kansas Residuals Clause for Basic Nondisclosure Agreement is an important aspect of confidentiality agreements used in the state of Kansas. This clause aims to protect confidential information shared by one party (the disclosing party) with another party (the receiving party) by outlining the restrictions and obligations regarding the use and retention of such information. The Kansas Residuals Clause addresses the issue of residual knowledge or information that the receiving party may inadvertently retain in their memory after reviewing the disclosed confidential information. It prevents the disclosing party from claiming that the receiving party's use of such residual knowledge constitutes a breach of the nondisclosure agreement. Under this clause, the disclosing party acknowledges that the receiving party may retain residual knowledge but insists that it should not be used to disclose or use the confidential information for any purpose other than the intended agreement. The receiving party must take reasonable steps to avoid such unintended retention and should promptly destroy or return any tangible materials containing confidential information upon the disclosing party's request. There are no specific variations of the Kansas Residuals Clause for Basic Nondisclosure Agreement. However, certain modifications can be made to suit the specific requirements of different parties or industries. For example: 1. Retention Limitation Modification: Parties can specify the time frame for which the receiving party is allowed to retain residual knowledge. This ensures that the knowledge becomes obsolete after a certain period, eliminating the potential for misuse. 2. Restricted Use Modification: Parties can further restrict the receiving party's use of residual knowledge by prohibiting the use of such knowledge within certain departments or for specific purposes unrelated to the initial agreement. 3. Permissible Disclosure Modification: In some cases, the receiving party might need to disclose the residual knowledge to its employees or consultants to fulfill the agreement's objectives. This modification allows limited disclosure while maintaining confidentiality. In summary, the Kansas Residuals Clause for Basic Nondisclosure Agreement safeguards the disclosing party's confidential information while acknowledging that the receiving party may incidentally retain residual knowledge. It is crucial for parties to carefully consider any modifications needed to align with their specific circumstances and requirements.
