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.
Nebraska Residuals Clause for Basic Nondisclosure Agreement: A Nebraska Residuals Clause is an essential component of a Basic Nondisclosure Agreement (NDA) in the state of Nebraska. This clause serves to protect the Disclosing Party's confidential information while allowing the Receiving Party to retain certain information that may become embedded in their knowledge or memory throughout the course of the business relationship. The Residuals Clause recognizes that despite the Receiving Party's best efforts to avoid using or disclosing the Disclosing Party's confidential information, some of it may unavoidably be retained as residual knowledge. It acknowledges that residual knowledge cannot be erased entirely from an individual's memory and may unintentionally resurface later. The Nebraska Residuals Clause affirms that the Receiving Party shall not be held liable for using or disclosing the Disclosing Party's confidential information if it can be proven that such use or disclosure was made inadvertently as a result of lawful activities or through the Receiving Party's retained residual knowledge. This clause is designed to provide a layer of protection for the Receiving Party against potential legal actions related to the use of residual knowledge. Different Types of Nebraska Residuals Clause for Basic Nondisclosure Agreements: 1. General Residuals Clause: This type of clause permits the Receiving Party to utilize residual knowledge acquired during the business relationship, subject to the stipulations outlined in the NDA. 2. Limited Residuals Clause: This clause specifies the exact scope or limited extent to which the Receiving Party can use or disclose the Disclosing Party's confidential information, taking into account any specific exceptions or limitations agreed upon both parties. 3. Absolute Residuals Clause: This type of clause prohibits the Receiving Party from utilizing any residual knowledge acquired during the business relationship, ensuring complete non-disclosure and non-use of the Disclosing Party's confidential information even if inadvertently retained. It is crucial to note that the specific type of Nebraska Residuals Clause included in a Basic Nondisclosure Agreement may vary based on the nature of the confidential information being shared and the preferences of the parties involved. It is recommended for legal professionals to carefully tailor the Residuals Clause to ensure its alignment with the unique requirements and circumstances of the agreement.
