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.
The Texas Residuals Clause for Consultant Agreement is a specific provision included in a contractual agreement between a consultant and a client in the state of Texas. This clause outlines the terms and conditions related to the ownership of any residual rights or intellectual property that may arise from the consultant's work. The purpose of the Texas Residuals Clause is to establish the rights and obligations of both parties regarding any residual knowledge, information, or ideas obtained by the consultant during the course of their engagement. It ensures that the consultant's expertise and insights gained from the project can be appropriately utilized while protecting the client's interests and proprietary information. Under the Texas Residuals Clause, there may be different types or variations to consider, depending on the specific agreement and the nature of the consulting services being provided: 1. Ownership and assignment: This type of clause states that any residual rights, inventions, or intellectual property developed by the consultant while working on the project will be fully owned by the client. It also includes an assignment provision that requires the consultant to transfer all rights to the client upon creation. 2. Limited license: In some cases, the consultant agreement may include a limited license clause allowing the consultant to retain ownership of any pre-existing intellectual property or residual rights. However, this clause grants the client a non-exclusive, royalty-free, and perpetual license to use such materials solely for the project at hand. 3. Rights to use: This type of clause specifies that the consultant retains ownership of any residual rights or intellectual property developed during the engagement. However, the client is granted a non-exclusive, non-transferable, royalty-free license to use the knowledge, ideas, or information for the intended purposes of the project. 4. Confidentiality and non-disclosure: While not solely a residuals' clause, it is common for consultant agreements to include confidentiality and non-disclosure provisions to protect the client's proprietary information. These clauses further ensure that any residual knowledge obtained by the consultant remains confidential and is not shared or used for any other purposes. It is crucial for both the consultant and the client to clearly define the type of Texas Residuals Clause that best suits their needs and the nature of the project. This clause helps avoid any potential disputes or misinterpretations regarding ownership, licensing, and the utilization of residual intellectual property.
