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 Tennessee Residuals Clause for Basic Nondisclosure Agreements is an important legal provision that defines the treatment of residual information obtained during the course of a business relationship. This clause ensures that any information retained in an individual's memory after the agreement has ended is not considered a breach of the nondisclosure agreement (NDA). Under the Tennessee Residuals Clause, if an individual receives confidential information from a disclosing party and retains some of that information in their memory, they are not deemed to have violated the NDA. This provision recognizes that it is practically impossible to completely erase information from one's memory and acknowledges that unintentional disclosures may occur. It is crucial to understand the different types of Tennessee Residuals Clauses that can be included in a Basic Nondisclosure Agreement: 1. Standard Residuals Clause: This is the most common type of clause found in NDA agreements. It states that the recipient shall not be in breach of the agreement if they retain or recall confidential information unintentionally or through normal memory functioning. 2. Limited Residuals Clause: This type of clause restricts the ability of the recipient to rely on memory when using confidential information. It typically imposes an obligation on the recipient to actively purge any retained information from memory as soon as reasonably possible. 3. Absolute Residuals Clause: This clause provides the highest level of protection for the disclosing party's confidential information. It requires the recipient to promptly and completely erase all retained information upon termination of the NDA. 4. No Residuals Clause: Some NDAs may exclude a residuals' clause altogether, thereby imposing a stricter obligation on the recipient to ensure complete absence of retained information. This type of clause places a greater burden on the recipient to demonstrate the absence of residual information in case of disputes. In summary, the Tennessee Residuals Clause for Basic Nondisclosure Agreement offers protection to both the disclosing party and the recipient by addressing the treatment of residual information held in memory after the agreement terminates. It is important to choose the appropriate type of residuals clause that aligns with your specific needs and level of protection required for the confidential information involved.
