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.
A Suffolk New York residuals clause for a basic nondisclosure agreement is a crucial provision that protects confidential information shared within the scope of an agreement. This clause is specifically tailored to the legal standards and requirements applicable in Suffolk County, New York. The purpose of a residuals' clause is to address the possibility that individuals or entities who are party to the nondisclosure agreement may inadvertently retain or remember certain aspects of the confidential information, despite their best efforts to forget or erase it. This clause ensures that the retaining party is not considered in violation of the nondisclosure agreement, as long as they do not intentionally use or disclose the retained information. In Suffolk County, New York, there may be different variations of the residuals' clause used in a basic nondisclosure agreement. These variations can include: 1. Narrow Residuals Clause: This type of residuals clause strictly limits what can be considered residual information. It may specify that the retaining party can only retain information that is generally known within their industry or publicly available, ensuring that there is no misuse or unauthorized disclosure. 2. Broad Residuals Clause: In contrast to the narrow residuals' clause, this variation permits the retaining party to retain a broader range of information. It allows the party to retain information that they could have gained independently or that becomes known to them through lawful sources other than the disclosing party. This type of clause provides more freedom to the retaining party while still protecting the disclosing party's confidential information. 3. Standard Residuals Clause: The standard residuals' clause strikes a balance between the narrow and broad approaches. It generally permits the retaining party to retain information that they can demonstrate was already known to them prior to entering the agreement, or that subsequently becomes publicly available without any breach of the agreement. 4. Enhanced Residuals Clause: This type of residuals clause includes additional safeguards and obligations for the retaining party. It may require the party to take reasonable measures to segregate the retained information and prevent any unintended disclosures. The enhanced residuals' clause provides an extra layer of protection to ensure the confidentiality of the disclosed information. Considering the specificity and importance of the Suffolk New York residuals clause for a basic nondisclosure agreement, it is essential to consult legal professionals familiar with the local laws and regulations to draft a comprehensive and enforceable clause.A Suffolk New York residuals clause for a basic nondisclosure agreement is a crucial provision that protects confidential information shared within the scope of an agreement. This clause is specifically tailored to the legal standards and requirements applicable in Suffolk County, New York. The purpose of a residuals' clause is to address the possibility that individuals or entities who are party to the nondisclosure agreement may inadvertently retain or remember certain aspects of the confidential information, despite their best efforts to forget or erase it. This clause ensures that the retaining party is not considered in violation of the nondisclosure agreement, as long as they do not intentionally use or disclose the retained information. In Suffolk County, New York, there may be different variations of the residuals' clause used in a basic nondisclosure agreement. These variations can include: 1. Narrow Residuals Clause: This type of residuals clause strictly limits what can be considered residual information. It may specify that the retaining party can only retain information that is generally known within their industry or publicly available, ensuring that there is no misuse or unauthorized disclosure. 2. Broad Residuals Clause: In contrast to the narrow residuals' clause, this variation permits the retaining party to retain a broader range of information. It allows the party to retain information that they could have gained independently or that becomes known to them through lawful sources other than the disclosing party. This type of clause provides more freedom to the retaining party while still protecting the disclosing party's confidential information. 3. Standard Residuals Clause: The standard residuals' clause strikes a balance between the narrow and broad approaches. It generally permits the retaining party to retain information that they can demonstrate was already known to them prior to entering the agreement, or that subsequently becomes publicly available without any breach of the agreement. 4. Enhanced Residuals Clause: This type of residuals clause includes additional safeguards and obligations for the retaining party. It may require the party to take reasonable measures to segregate the retained information and prevent any unintended disclosures. The enhanced residuals' clause provides an extra layer of protection to ensure the confidentiality of the disclosed information. Considering the specificity and importance of the Suffolk New York residuals clause for a basic nondisclosure agreement, it is essential to consult legal professionals familiar with the local laws and regulations to draft a comprehensive and enforceable clause.
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.
