This clause says that employees or contractors can use general ideas they remember from confidential information, even after the relationship ends—but they can't use the specific details. For example, a marketing consultant might remember "we should target young professionals" but can't use the actual client list or campaign data. This is a middle ground between full confidentiality and complete freedom. It exists because courts recognize it's impossible to erase someone's memory, and overly broad NDAs are often unenforceable anyway.
If you're the employee or contractor, fight to include this clause—it gives you practical protection and is increasingly standard in employment law. If you're the company sharing secrets, understand that this clause is a reasonable compromise; trying to prevent all memory-based use will likely fail in court anyway. Negotiate specific carve-outs for truly sensitive information (like customer lists or formulas) that you want protected even in residual form. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause says that employees or contractors can use general ideas they remember from confidential information, even after the relationship ends—but they can't use the specific details.
Why should I care about this clause?
For example, a marketing consultant might remember "we should target young professionals" but can't use the actual client list or campaign data.
What are my options?
This is a middle ground between full confidentiality and complete freedom.
How does this affect small businesses?
It exists because courts recognize it's impossible to erase someone's memory, and overly broad NDAs are often unenforceable anyway.