“Unaided memory” can change the NDA bargain.
Look at residuals together with use limits and IP rights.
The question to ask
Does the recipient retain a right to use remembered information? Is deliberate memorization excluded? Consider product roadmaps, code, and know-how rather than assuming a residuals sentence is administrative.
Illustrative clause — not a court case
Hypothetical wording: Recipient may use any information retained in the unaided memories of its personnel. This example grants use permission; it does not merely excuse backup retention.
Source and legal limits
The pinned NDA checklist treats residuals as a position to configure rather than a universally acceptable default. Section 1839 is relevant to trade-secret concepts but does not settle how this contract authorizes use.
What can go wrong
A discloser may lose the use restriction it expected. A recipient may assume that the clause also grants patent, copyright, or other rights when it does not. Restrictions and grants must be read together.
A focused negotiation
Discuss deleting or narrowing residuals, excluding deliberate memorization and identifiable sensitive materials, and stating whether any IP license is intended. Record the business reason for the negotiated position and obtain legal review.
Sources and scope
Anthropic commercial-legal nda-review checklist (pinned reference)
Review method, not a statement of applicable law; draft positions require attorney review.
18 U.S.C. § 1839 (2024 U.S. Code edition)
Federal trade-secret definition, including secrecy measures and economic value. Fixed 2024 edition; check subsequent amendments before reliance.
Put the checklist to work.
Choose a role and review the exact outbound text before requesting analysis. Live analysis is limited to eligible invited accounts; model and legal acceptance remain pending.
Open the review workspace Explore a local sample