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.
New York Residuals Clause for Consultant Agreement
State:
Multi-State
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US-TS8029
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Word;
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How to fill out Residuals Clause For Consultant Agreement?
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FAQ
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.
?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.
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.
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 ...
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 ...
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.
?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.
"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.
