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 Sacramento California Residuals Clause is a crucial element in a Basic Nondisclosure Agreement (NDA) designed to protect confidential information exchanged between parties. This clause specifically addresses the treatment and use of "residuals," which refer to the unintentional retention of confidential information by individuals who have received it through the NDA. In Sacramento, there are different types of Residuals Clauses that can be included in a Basic Nondisclosure Agreement, each catering to specific situations and allowing flexibility based on the nature of the confidential information being exchanged. These variations include: 1. Absolute Non-Use Residuals Clause: This type of clause strictly prevents the recipient party from using any residual knowledge or information obtained during the course of the agreement. 2. Narrow Non-Use Residuals Clause: This clause permits the recipient party to use residuals only if they were already known to them or were received from a third party without a duty of confidentiality. 3. Permitted Use Residuals Clause: In this clause, the recipient party is allowed to use residuals in limited circumstances, such as for research and development purposes, provided that it does not result in the unauthorized exploitation of the confidential information. 4. Restricted Use Residuals Clause: This type of clause imposes restrictions on the recipient party's use of residuals, stipulating that they can only be utilized to the extent necessary for the performance of the agreement and not for any other purpose. 5. Time Restriction Residuals Clause: This clause establishes a time limitation on the use of residuals, allowing the recipient party to employ them for a defined period after the termination or expiration of the NDA. The specific choice of Residuals Clause to include in a Sacramento California Basic Nondisclosure Agreement depends on the parties' preferences, the sensitivity of the confidential information, and the purpose of the agreement. It is essential for both parties to carefully consider their requirements and seek legal advice to draft an appropriate Residuals Clause that adequately protects their interests while conforming to the legal framework in Sacramento California.
