What are residual clauses?
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.
What is a residual knowledge clause?
Residual information clause addresses obligations relating to the use of the disclosing party’s confidential information which may have been retained in the memory of the employees of the receiving party. Residual knowledge should include only information that resides in an individual’s “unaided memory”.
What does unaided memory mean?
An individual’s memory is unaided if the individual has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.
What is a feedback clause?
A feedback clause generally gives a party a right and license to use ideas, comments, suggestions or similar feedback provided by the other party. Companies that offer products and services like these clauses because they allow the company way to learn information that can help them continue to improve their offerings.
What is the purpose of a residuary clause?
A residuary clause is a provision in a Will that passes the residue of an estate to beneficiaries identified in the Will. It is a safety net that catches all other items that a deceased person may own at the time of their death.
What are residuals in intellectual property?
A residuals clause is a provision in an IP agreement or non-disclosure agreement stipulating that if a party learns some general information regarding the other party’s IP while working with the other party, the party learning such information is free to use that information retained in its unaided memory in its own …
What is residual knowledge education?
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.
What is residual IP?
Is feedback considered intellectual property?
Customer feedback may or may not be something ownable as intellectual property or restrictable as a trade secret. If it’s not ownable, then you can do what you want with it, but if it is ownable, then you will need rights from the person or company providing that feedback.
Who gets the residuary estate?
Residuary estate is a probate term that refers to the assets in a deceased person’s estate after all gifts are bequeathed and debts, taxes, administrative costs, probate fees and court costs are paid.
How do you write a residual clause in a will?
The clause will name the residuary beneficiary who is also sometimes known as a remainder beneficiary. For example, “I give my car to my niece, my rental property to my son, and the residue of my estate to my wife,” or “…. I give the remainder of my estate, including any personal and real property, to my wife.”
What are the problems with residuals clauses in agreements?
The main problem with residuals clauses is that there’s potential for abuse. For example, if you have a residuals clause in your agreement that allows the Receiving Party to retain confidential information with unaided memory, what if the Receiving Party has a photographic memory?
What are residuals in a non disclosure agreement?
A residuals clause is a provision in an IP agreement or non-disclosure agreement stipulating that if a party learns some general information regarding the other party’s IP while working with the other party, the party learning such information is free to use that information retained in its unaided…
What does it mean to have a residuary clause in a will?
The residuary estate encompasses all of these overlooked or unclaimed assets that once belonged to the deceased, after everything has been taxed and debtors’ claims are satisfied. With a provision to your will, called a residuary clause, you can give, or bequest, any remaining property to a specific beneficiary.
Why was the residuals clause added to the NDA?
General confidential information that’s retained which can only be applied to specific uses (eg. no competition uses). Normally, a residuals clause is added to the NDA due to a push back by the Receiving Party.