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 Kings New York Residuals Clause for Basic Nondisclosure Agreement is an important provision that outlines the treatment of residual information within the agreement. This clause serves to specify what happens to any knowledge, ideas, or information that may be retained by individuals after the termination or completion of the agreement. Under the Kings New York Residuals Clause for Basic Nondisclosure Agreement, there are different types of provisions that can be included, depending on the specific needs and circumstances of the parties involved. Some of these variations include: 1. General Residuals Clause: This type of clause states that any information that is already known by the recipient or lawfully obtained from a third party, or becomes part of the public domain, shall not be considered confidential or subject to the terms of the agreement. This provision ensures that the disclosing party's confidential information is protected only if it is genuinely unknown to the recipient. 2. Limited Residuals Clause: In this variation, the clause defines certain categories or types of information that are explicitly excluded from being considered confidential. For instance, it may exclude information that is already publicly available or known within the industry. This provision provides clarity on what information can be freely used or retained by the recipient. 3. Reverse Engineering Residuals Clause: This type of clause addresses situations where the recipient might reverse engineer, examine, or analyze the disclosed information to develop its own competing products or services. It usually restricts the recipient from using the information gained through reverse engineering to avoid any potential misuse or unfair competition. 4. Exclusions Based on Prior Knowledge or Independent Development: This variation of the residuals' clause specifically excludes information that the recipient independently developed or had prior knowledge of before entering into the agreement. It places the burden of proof on the recipient to demonstrate that the information was obtained through legitimate means or independent efforts. By incorporating the appropriate Kings New York Residuals Clause for Basic Nondisclosure Agreement into the contract, both the disclosing party and the recipient can have a clear understanding of the treatment of residual information. This ensures that the confidential information remains protected according to the agreed-upon terms, facilitating trust and fostering successful business collaborations.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
