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.
Tennessee Residuals Clause for Basic Nondisclosure Agreement
State:
Multi-State
Control #:
US-TS8025A
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Word;
PDF;
Rich Text
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Description
How to fill out Residuals Clause For Basic Nondisclosure Agreement?
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FAQ
"Residuals" means information retained in the unaided memory of an individual who has had access to Confidential Information. The Receiving Party shall have no obligation to pay royalties for any use of Residuals.
The Parties agree that they also may acquire Residual Knowledge as a result of this Agreement. Any use or disclosure by any Party of Residual Knowledge shall not constitute a breach of this Agreement, provided that such use or disclosure does not violate the patents or copyrights of any other Party hereto.
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.
A residual clause is a contractual provision typically found in non-disclosure agreements where a party receiving confidential information may use or disclose the same without violating the terms of the agreement.
?Residuals? or ?residual information? is often defined as ?non-tangible information? or information retained by the recipient unaided by documents provided by the disclosing party. In other words, a ?residual? is confidential information ? the information that the NDA otherwise protects.
This clause allows the receiving party to use, without restriction, some ?residual? information that is received during the course of the relationship between the parties, usually covering information that a party's personnel recollects from its ?unaided memory.? A ?residuals? clause can raise concerns for the ...
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.
Thus, a residuary clause is a catch all. provision that allows a testator (of a will) or a settlor (of a trust) to. ensure that all his or her assets pass as he or she wishes. Assets that are not. specifically gifted elsewhere in the will or trust fall into the catch-all residuary.
