Residuals Clause Clause Samples
A Residuals Clause allows individuals or organizations to use general knowledge, skills, or ideas retained in their memory after working with confidential information, without being considered in breach of confidentiality obligations. In practice, this means that if someone is exposed to proprietary information during a project, they are still permitted to use any concepts or know-how that they remember, as long as they do not intentionally copy or disclose specific confidential details. The core function of this clause is to balance the protection of confidential information with the practical reality that people cannot simply erase knowledge from their minds, thereby facilitating ongoing professional development and mobility while still safeguarding sensitive data.
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Residuals Clause. Subject to applicable Third Party Contracts, each Party and its Affiliates will be free to use the ideas, concepts, methodologies, processes and know-how that are used, developed or created in the course of performing or receiving the Services that are retained in the unaided mental impressions of the employees of such entities in intangible form, provided that in doing so they do not disclose Confidential Information of the disclosing Party in violation of Section 14.1, or misappropriate or infringe upon the intellectual property rights of the other Party, its Affiliates or third parties who have licensed or provided intellectual property in connection with this Agreement.
Residuals Clause. Nothing contained in this Agreement shall restrict either Party from the use of any generic data analysis and evaluation, ideas, concepts, know-how, or techniques developed or learned by such Party in connection with this Agreement, provided that in doing so such Party does not disclose Proprietary Information to third parties or infringe the intellectual property rights of the other Party or third parties who have licensed or provided materials to the other Party.
Residuals Clause. Notwithstanding the foregoing or anything herein to the contrary, nothing herein shall prohibit either Party from using general ideas, skills, knowledge, experience, concepts and know-how learned in connection with this Agreement that are retained in unaided memory of its employees (provided they have not been intentionally memorized for the purpose of relying on this provision), provided that such use does not infringe the other Party’s copyrights and does not misappropriate the other Party’s trade secrets. Where
(i) a Deliverable embodies an invention for which Hawaiian Telcom seeks patent protection, and a patent claiming such invention issues for which any Accenture Personnel are inventors, or (ii) any modification to or derivative work of an Accenture Technical Element made by or on behalf of Hawaiian Telcom embodies an invention for which Hawaiian Telcom seeks patent protection, and a patent claiming such invention issues, and, to the extent that such derivative work is software or software code, the underlying Accenture Technical Element contributes a material portion of the derivative work,then in each of the cases of subsections (i) and (ii), Hawaiian Telcom agrees not ▇▇▇ Accenture for infringement of such patent as a result Accenture exercising its rights under this Section 12.2.