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 Kentucky Residuals Clause for Consultant Agreement is a legal provision that outlines the rights and obligations related to residual information or knowledge gained by a consultant during the course of their work for a company in the state of Kentucky. This clause ensures that the consultant agrees to certain terms and conditions regarding the use and disclosure of residual information beyond the termination of the agreement. Residual information refers to knowledge, ideas, concepts, or trade secrets that a consultant may retain in their memory or incidental to their work for the company. It encompasses information that is not considered confidential or proprietary at the time of disclosure but is nonetheless valuable to the business. The Kentucky Residuals Clause for Consultant Agreement generally includes provisions to protect the company's interests while allowing the consultant to retain fair and reasonable rights to residual information. These provisions may include: 1. Ownership of Residual Information: This clause specifies that all residual information developed or acquired by the consultant during the agreement remains the exclusive property of the company. 2. Non-Disclosure and Non-Use: The consultant agrees not to disclose or use any residual information for their benefit or for the benefit of any other party, except as necessary to fulfill their obligations under the agreement. 3. Continuing Obligations: The Kentucky Residuals Clause establishes that the obligations of the consultant regarding residual information extend beyond the termination or expiration of the agreement, ensuring continued protection of the company's rights. 4. Exceptions: The clause may include exceptions to the restrictions on the use or disclosure of residual information, such as situations where the information becomes publicly known or is independently developed by the consultant without using the company's confidential or proprietary information. 5. Remedies for Breach: In case of a breach of the Residuals Clause, the agreement may define remedies available to the company, such as injunctive relief, monetary damages, or attorney fees. While there are no specific types of Kentucky Residuals Clauses for Consultant Agreements, the content and scope of the clause can vary depending on the nature of the consulting services, the industry, and the preferences of the parties involved. Therefore, it is essential to carefully draft and tailor the Residuals Clause to meet the specific needs and circumstances of the business.
