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.
Alameda, California Residuals Clause for Basic Nondisclosure Agreement: The Alameda, California Residuals Clause is a crucial component of a Basic Nondisclosure Agreement (NDA) that outlines the rights and obligations of involved parties in protecting confidential information. This clause specifically addresses the handling of residual information obtained by the receiving party during the course of the agreement. Residual information refers to the knowledge, ideas, or concepts that remain in the receiving party's memory or retained unintentionally after their exposure to the confidential information. The Alameda, California Residuals Clause ensures that any residual information obtained during the term of the NDA is not considered a breach of the agreement, providing certain conditions are met. The specifics of the Alameda, California Residuals Clause may vary depending on the circumstances and the nature of the confidential information involved. Here are some common types of Alameda, California Residuals Clauses that may be included in a Basic Nondisclosure Agreement: 1. Standard Residuals Clause: This is the most frequently used variant and states that the receiving party cannot be held liable for the use or disclosure of residual information if it can be shown that it was obtained independently or through a lawful source. 2. Limited Residuals Clause: This clause restricts the use and disclosure of residual information to only those situations where it is necessary for the fulfilling of obligations under the NDA. It emphasizes that the receiving party should take reasonable measures to prevent unintentional retention and guard the confidentiality of such residual information. 3. Return or Destruction of Residuals Clause: As the name suggests, this clause requires the receiving party to return or destroy any residual information upon termination or expiration of the NDA. This provision ensures that residual information is not exploited or retained beyond the scope of the agreement. 4. Disclosure to Employees or Agents Residuals Clause: In some cases, a NDA may allow the receiving party to disclose residual information to its employees or agents for necessary evaluation or implementation under a specific project. This type of clause ensures that residual information remains protected even within the receiving party's internal operations. The Alameda, California Residuals Clause aims to strike a balance between protecting confidential information and acknowledging that residual information may exist despite the best efforts. It is essential to consult with legal professionals to tailor the Residuals Clause to the specific requirements and legal context of Alameda, California.
Alameda, California Residuals Clause for Basic Nondisclosure Agreement: The Alameda, California Residuals Clause is a crucial component of a Basic Nondisclosure Agreement (NDA) that outlines the rights and obligations of involved parties in protecting confidential information. This clause specifically addresses the handling of residual information obtained by the receiving party during the course of the agreement. Residual information refers to the knowledge, ideas, or concepts that remain in the receiving party's memory or retained unintentionally after their exposure to the confidential information. The Alameda, California Residuals Clause ensures that any residual information obtained during the term of the NDA is not considered a breach of the agreement, providing certain conditions are met. The specifics of the Alameda, California Residuals Clause may vary depending on the circumstances and the nature of the confidential information involved. Here are some common types of Alameda, California Residuals Clauses that may be included in a Basic Nondisclosure Agreement: 1. Standard Residuals Clause: This is the most frequently used variant and states that the receiving party cannot be held liable for the use or disclosure of residual information if it can be shown that it was obtained independently or through a lawful source. 2. Limited Residuals Clause: This clause restricts the use and disclosure of residual information to only those situations where it is necessary for the fulfilling of obligations under the NDA. It emphasizes that the receiving party should take reasonable measures to prevent unintentional retention and guard the confidentiality of such residual information. 3. Return or Destruction of Residuals Clause: As the name suggests, this clause requires the receiving party to return or destroy any residual information upon termination or expiration of the NDA. This provision ensures that residual information is not exploited or retained beyond the scope of the agreement. 4. Disclosure to Employees or Agents Residuals Clause: In some cases, a NDA may allow the receiving party to disclose residual information to its employees or agents for necessary evaluation or implementation under a specific project. This type of clause ensures that residual information remains protected even within the receiving party's internal operations. The Alameda, California Residuals Clause aims to strike a balance between protecting confidential information and acknowledging that residual information may exist despite the best efforts. It is essential to consult with legal professionals to tailor the Residuals Clause to the specific requirements and legal context of Alameda, California.
