Certain Standards and Exceptions Clause Samples
The "Certain Standards and Exceptions" clause establishes specific requirements or benchmarks that parties must meet, while also outlining circumstances where deviations from these standards are permitted. In practice, this clause might set quality, performance, or compliance standards for goods or services, but then list exceptions such as force majeure events, regulatory changes, or mutually agreed-upon modifications. Its core function is to provide clarity and flexibility by defining both the expected norms and the situations where strict adherence is not required, thereby reducing disputes and accommodating unforeseen circumstances.
Certain Standards and Exceptions. (i) Nothing in this Agreement shall be construed to limit or prohibit either Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties, any Information similar to or competitive with the Information contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information, provided that in connection with such creation, development, or acquisition such Party does not violate any of its obligations under this Agreement or any other agreement with the other Party. Notwithstanding the foregoing, neither Party shall, nor shall it assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the other Party’s confidential, non-public and proprietary Information.
(ii) Nothing in this Agreement shall limit either Party’s ability to market, develop and provide products or services to others that are functionally comparable to those of the other Party, whether or not based on the same general business practices, concepts, techniques and routines contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information.
Certain Standards and Exceptions. (i) Nothing in this Agreement shall be construed to limit or prohibit either Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties (or from thereafter using or disclosing as such Party sees fit), any Information similar to or competitive with the Information contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information, provided that in connection with such creation, development, or acquisition such Party does not violate any of its obligations under this Agreement or any other agreement with the other Party. Notwithstanding the foregoing, neither Party shall, nor shall it assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the other Party’s confidential, non-public and proprietary Information.
(ii) Nothing in this Agreement shall limit either Party’s ability to market, develop and provide products or services to others that are functionally comparable to those of the other Party, whether or not based on the same general business practices, concepts, techniques and routines contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information.
Certain Standards and Exceptions. (i) Nothing in this Agreement shall be construed to limit or prohibit the Receiving Party or any other member of the Receiving Party’s Group from independently creating or developing (or having created or developed for it), or from acquiring from third parties (or from thereafter using or disclosing as the Receiving Party sees fit), any information similar to or competitive with the Information contemplated by or embodied in the confidential, non-public and proprietary Information of the Disclosing Party or any other member of the Disclosing Party’s Group, provided that in connection with such creation, development, or acquisition the Receiving Party does not violate any of its obligations under this Agreement or any other agreement with the Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall not, and shall cause the other member of the Receiving Party’s Group not to, nor shall it assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the confidential, non-public and proprietary Information of the Disclosing Party or any member of the Disclosing Party’s Group.
(ii) Nothing in this Agreement shall limit the ability of the Receiving Party or any other member of the Receiving Party’s Group to market, develop and provide products or services to third parties that are functionally comparable to those of the Disclosing Party or any other member of its Group, whether or not based on the same general business practices, concepts, techniques and routines contemplated by or embodied in the confidential, non-public and proprietary Information of the Disclosing Party or any other member of the Disclosing Party’s Group.