The Common Paper blog

Residuals

Allow a potential investor to use residual information

Add at the end of Section 3: [COMPANY] (“Company”) acknowledges that [INVESTOR]’s (“Investor”) review of Company Confidential Information may enhance Investor’s knowledge and understanding of Company’s industry in a way that cannot be separated from Investor’s general knowledge. Company agrees that this NDA will not restrict Investor’s use of Residuals for the purchase, sale, consideration of, or decisions on investing in or serving on the board of other companies in the same industry, so long as Investor complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.

Mutual right to use residual information

Add at the end of Section 3: In addition, each Disclosing Party agrees that this NDA will not restrict the Receiving Party’s use of Residuals, so long as the Receiving Party complies with its other obligations under this NDA. “Residuals” means information in non‑tangible form that is unintentionally remembered by an individual in their unaided memory and without reference to the Confidential Information.