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 Nevada Residuals Clause is a crucial component of a Basic Nondisclosure Agreement (NDA) enforceable in the state of Nevada. This clause aims to address the issue of confidential information remaining with the recipient even after the termination or expiration of the NDA. By incorporating specific language into the agreement, parties can protect their trade secrets and prevent unauthorized use or disclosure of such information by the recipient. The Nevada Residuals Clause typically states that any confidential information disclosed by the disclosing party to the recipient, regardless of its form or nature, may be retained by the recipient in its unaltered form as long as the recipient acquired the information lawfully. However, the recipient may only use the retained information for legal purposes and must continue to maintain its confidentiality as outlined in the NDA. Different types of Nevada Residuals Clauses may exist depending on the specific needs and circumstances of the parties involved. It is important to consult legal counsel to tailor the clause according to the particular requirements of the NDA. Some variations of the Nevada Residuals Clause include: 1. Broad Nevada Residuals Clause: This clause allows the recipient to retain any and all residual information, regardless of whether the information could be considered a trade secret, proprietary, or confidential. It provides the recipient with greater flexibility regarding the retention of information. 2. Limited Nevada Residuals Clause: This clause imposes restrictions on the type or nature of information that the recipient can retain as residual information. It may exclude specific categories of information from being retained as residuals, ensuring that only certain data remains with the recipient after the termination of the NDA. 3. Time-Based Nevada Residuals Clause: This clause sets a specific duration during which the recipient can retain confidential information as residuals. Once this predetermined period elapses, the recipient must either destroy or return all confidential information to the disclosing party. In conclusion, the Nevada Residuals Clause is a crucial provision within a Basic Nondisclosure Agreement that allows parties to protect their confidential information even after the agreement terminates. The clause can be customized to meet the particular needs of the parties involved, utilizing different variations such as broad, limited, or time-based clauses. Seeking legal advice is highly recommended ensuring compliance with Nevada laws and to draft an effective Nevada Residuals Clause.
