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.
Suffolk New York Residuals Clause for Consultant Agreement
State:
Multi-State
County:
Suffolk
Control #:
US-TS8029
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Confidential information that's retained only by unaided memory (that is, no notes, documents or anything was recorded but only what was retained in the mind). Confidential information that's retained involuntarily (ie.
A residuals clause or residual information clause in an NDA is designed to allow the receiving party (usually the buyer) to use and/or disclose Confidential Information received from the disclosing party (usually the seller) without violating the NDA.
More Definitions of Residual Knowledge Residual Knowledge means ideas, concepts, know-how or techniques related to the Discloser's technology and Confidential Information that are retained in the unaided memories of the Recipient who had rightful access to Confidential Information.
Memory shall be considered unaided (i) if the employee, customer or user has not intentionally or consciously memorized the confidential information for the purpose of retaining and subsequently using or disclosing it; or (ii) the confidential information is not subsequently referenced or used.
The key elements of Non-Disclosure Agreements: Identification of the parties. Definition of what is deemed to be confidential. The scope of the confidentiality obligation by the receiving party.
The term residuals means information in non2011tangible form, which may be remembered by persons with access to the Confidential Information, including ideas, concepts, know2011how or techniques contained therein, in their unaided memories (without reference to the Confidential Information).
A provision found in confidentiality agreements providing that employees of the party receiving the confidential information can use confidential information retained in their memories.
A residuals clause or residual information clause in an NDA is designed to allow the receiving party (usually the buyer) to use and/or disclose Confidential Information received from the disclosing party (usually the seller) without violating the NDA.
Residual control rights are the rights to make any decisions regarding an asset's use that are not explicitly assigned to another party in a contract.
A residual information exception (commonly called a residual rights clause or residuals clause) is a contract provision authorizing a party receiving confidential information (the recipient) to use or disclose in future projects any or a specified part of this information that its employees retain in their memories.
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Obligation or in Clause 4. 1 of the draft Deed of Obligation.I. DE FINITIONS. 1.1. Selected. Defmitions. Are set out in Part 2. 10. 2 The Council has established two Planning Committees and a Strategic Planning. USTs had not suffered a release or that any residual contamination remained. 2.3 The Contractor agrees that he will complete the WORK within 30 days or, subject to adjustments of this. Use of Temps, Consultants and Contractors Committee . In determining said.
