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 Montana Residuals Clause for Basic Nondisclosure Agreement is a crucial provision that ensures the protection of confidential information and trade secrets. It specifies how residual knowledge and unintended retention of such information will be handled even after the termination of the agreement. This clause is particularly significant in Montana, where the law recognizes certain rights and limits in regard to non-disclosure agreements. In a Montana Residuals Clause for Basic Nondisclosure Agreement, it is essential to include keywords such as: 1. Confidential Information: This term refers to any data, knowledge, or material disclosed by one party (Disclosing Party) to another (Receiving Party) that is considered confidential or proprietary. 2. Trade Secrets: This phrase encompasses any valuable information, such as formulas, techniques, customer lists, or other intellectual property, that provides a competitive advantage to a company and is kept secret. 3. Residual Knowledge: Residuals typically refer to the unintentional retention of information by an individual after exposure or access to the confidential information, even if they make efforts to forget or delete it. 4. Non-Disclosure Obligations: These obligations bind the Receiving Party to keep the Confidential Information strictly confidential, refraining from disclosing, using, or exploiting it in any way that would harm the Disclosing Party. 5. Survival: The Residuals Clause specifies whether the obligations and protections continue indefinitely or for a specified period after the termination or expiration of the Nondisclosure Agreement. 6. Return or Destruction of Information: The clause may require the Receiving Party to return or destroy all physical and electronic copies of the Confidential Information upon the termination of the agreement or at the Disclosing Party's request. 7. Exceptions: The clause may identify specific situations where the Receiving Party is permitted to retain or use the Confidential Information, such as when it becomes public knowledge or when required by law. Montana Residuals Clause for Basic Nondisclosure Agreement variations may include: 1. Limited Residuals Clause: This provision acknowledges that some residual knowledge may occur but restricts the Receiving Party's use or disclosure of such knowledge unless it is required by law. 2. Extended Survival Clause: Some agreements may extend the survival period of the clause beyond termination, ensuring the ongoing protection of Confidential Information for an agreed-upon duration. 3. Return or Destruction Preference Clause: This variation specifies the preferred method of handling the return or destruction of Confidential Information, such as requiring certification or documentation of such actions. 4. Specific Exceptions Clause: This provision may outline particular circumstances in which the Receiving Party is allowed to retain or use the Confidential Information, often tailor-made to the unique needs of the agreement. It is crucial to consult with legal professionals or utilize specific templates that comply with Montana laws when drafting a Montana Residuals Clause for Basic Nondisclosure Agreement.
