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.
New York Residuals Clause for Basic Nondisclosure Agreement
State:
Multi-State
Control #:
US-TS8025A
Format:
Word;
PDF;
Rich Text
Instant download
Description
How to fill out Residuals Clause For Basic Nondisclosure Agreement?
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FAQ
All Confidential Information of a party shall remain the exclusive property of such party, and no right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to the recipient party hereby or by its delivery to the recipient party hereunder.
The NDA can also cover obligations regarding materials prepared by or on behalf of the recipient which contain, reflect or are based on the confidential information (?Secondary Information?). It can stipulate for example that such materials must be destroyed periodically.
disclosure agreement (NDA) is a legally binding contract that establishes a confidential relationship. The party or parties signing the agreement agree that sensitive information they may obtain will not be made available to others.
A residuals clause is a provision in an IP agreement or non-disclosure agreement stipulating that if a party learns some general information regarding the other party's IP while working with the other party, the party learning such information is free to use that information retained in its unaided memory in its own ...
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party.
Typically, a legal professional writing the NDA will complete these steps: Step 1 - Describe the scope. Which information is considered confidential? ... Step 2 - Detail party obligations. ... Step 3 - Note potential exclusions. ... Step 4 - Set the term. ... Step 5 - Spell out consequences.
Employee NDAs are generally legal in New York, but there are several limits and obligations employers should be aware of. The best practices below will make your non-disclosure agreement more immune from challenge in court.
I agree that I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others including future employees, any trade secrets, confidential information, or any other proprietary data of the Company in violation of this agreement.
