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 New Mexico Residuals Clause for Consultant Agreement is an important legal provision that defines the ownership and rights to any residual materials, ideas, or intellectual property generated during the course of a consulting engagement in the state of New Mexico. This clause aims to protect both the consultant and the hiring party by outlining how any residuals will be handled after the agreement has ended. In a standard New Mexico Residuals Clause, several key elements are typically included: 1. Ownership of Residuals: This clause establishes that the consultant retains ownership of any pre-existing intellectual property or ideas brought into the consulting engagement. It also specifies that the hiring party owns any intellectual property or ideas developed specifically for the engagement. 2. Definition of Residuals: The clause clearly defines what constitutes residuals. This may include any ideas, concepts, methodologies, processes, techniques, or any other intellectual property developed or obtained during the consulting engagement. 3. Rights and Restrictions: The clause outlines the rights and restrictions associated with residuals. It may state that the consultant has the right to use and exploit any pre-existing intellectual property in future work as long as it does not infringe upon the hiring party's rights. Additionally, it may specify that the hiring party has the exclusive right to use and exploit any intellectual property developed during the engagement. 4. Confidentiality: The clause emphasizes the confidentiality of any residual materials and may require the consultant to maintain the confidentiality of such materials after the agreement ends. 5. Non-compete: In some cases, a New Mexico Residuals Clause may include a non-compete provision, restricting the consultant from working with competitors or engaging in similar consulting services for a specified period after the agreement terminates. However, the inclusion of such a provision is dependent on the specific agreement and the nature of the consulting engagement. It is important to note that variations of the New Mexico Residuals Clause may exist, tailored to specific industries or circumstances. For example, in technology-related consulting engagements, the clause might include specific provisions related to software, algorithms, patents, or trade secrets. Consultants and hiring parties are advised to seek professional legal advice when drafting or reviewing a New Mexico Residuals Clause to ensure that it aligns with their specific needs and complies with applicable laws and regulations.
