Common use of Independent Development and Residuals Clause in Contracts

Independent Development and Residuals. The terms of confidentiality under this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing Party acknowledges that the receiving Party may currently or in the future be developing information internally, or receiving information from other Parties, that is similar to the Confidential Information. Accordingly, except as provided in this Agreement, neither Party shall be prohibited from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the receiving Party does not use the Confidential Information of the disclosing Party or otherwise violate any of its obligations under this Agreement in connection with such development. Further, subject to the other restrictions and limitations contained in this Agreement, the residuals resulting from access to or work with such Confidential Information shall not be considered a breach of the confidentiality obligations contained in this Agreement. The term “residuals” means non-specific information in non-tangible form, which may be retained by persons who have had access to the Confidential Information in accordance with the terms of this Agreement, including general ideas, concepts, know-how or techniques contained therein. Neither Party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

Appears in 3 contracts

Samples: Agreement (Genomatica Inc), Agreement (Genomatica Inc), Joint Development Agreement (Genomatica Inc)

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Independent Development and Residuals. The terms of confidentiality under this Agreement Master NDA shall not be construed to limit either Party’s party's right to develop independently or acquire products without use of the other Party’s party's Confidential Information. The disclosing Disclosing Party acknowledges that the receiving Receiving Party may currently or in the future be developing information internally, or receiving information from other Partiesparties, that is similar to the Confidential Information. Accordingly, except as provided nothing in this Agreement, neither Master NDA will prohibit the Receiving Party shall be prohibited from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the receiving Receiving Party does not use the Confidential Information of the disclosing Party or otherwise violate any of its obligations under this Agreement Master NDA in connection with such development. Further, subject to Section 10, either party shall be free to use for any purpose the other restrictions and limitations contained 'residuals,' provided that such party shall not use in this Agreement, the residuals resulting from access to or work with such any manner information that is considered Confidential Information under this Agreement and shall not be considered a breach maintain the confidentiality of the confidentiality obligations contained in this AgreementConfidential Information as provided herein. The term 'residuals' means non-specific information in non-tangible form, which may be retained by persons who have had access to the Confidential Information in accordance with the terms of this Agreement, including general ideas, concepts, know-how or techniques contained thereinthat may be generated, developed or conceived by the Receiving Party in connection with reviewing the Confidential Information and in no circumstance shall 'residuals' be deemed to include Confidential Information. Neither Party party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

Appears in 3 contracts

Samples: Alliance Agreement (KPMG Consulting Inc), Alliance Agreement (KPMG Consulting Inc), Alliance Agreement (KPMG Consulting Inc)

Independent Development and Residuals. The terms of confidentiality under this Agreement shall not be construed to limit either Party’s party's right to develop independently or acquire products without use of the other Party’s party's Confidential Information. The disclosing Disclosing Party acknowledges that the receiving Receiving Party may currently or in the future be developing information internally, or receiving information from other Partiesparties, that is similar to the Confidential Information. Accordingly, except as provided in this Agreement, neither Party party shall be prohibited from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the receiving Receiving Party does not use the Confidential Information of the disclosing Party or otherwise violate any of its obligations under this Agreement in connection with such development. Further, subject to the other restrictions and limitations contained in this Agreement, the residuals resulting from access to or work with such Confidential Information shall not be considered a breach of subject to the confidentiality obligations contained in this Agreement. The term "residuals" means non-specific information in non-tangible form, which may be retained by persons who have had access to the Confidential Information in accordance with the terms of this AgreementInformation, including general ideas, concepts, know-how or techniques contained therein. Neither Party party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

Appears in 3 contracts

Samples: Strategic Alliance and Joint Development Agreement (Guardian Technologies International Inc), Alliance and Joint Development Agreement (Akamai Technologies Inc), Alliance and Joint Development Agreement (Akamai Technologies Inc)

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Independent Development and Residuals. The terms of confidentiality under this Agreement shall not be construed to limit either Partyparty’s right to develop independently or acquire products without use of the other Partyparty’s Confidential Information. The disclosing Disclosing Party acknowledges that the receiving Receiving Party may currently or in the future be developing information internally, or receiving information from other Partiesparties, that is similar to the Confidential Information. Accordingly, except as provided in this Agreement, neither Party party shall be prohibited from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the receiving Receiving Party does not use the Confidential Information of the disclosing Party or otherwise violate any of its obligations under this Agreement in connection with such development. Further, subject to the other restrictions and limitations contained in this Agreement, the residuals resulting from access to or work with such Confidential Information shall not be considered a breach of subject to the confidentiality obligations contained in this Agreement. The term “residuals” means non-specific information in non-tangible form, which may be retained by persons who have had access to the Confidential Information in accordance with the terms of this AgreementInformation, including general ideas, concepts, know-how or techniques contained therein. Neither Party party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

Appears in 2 contracts

Samples: Business Development Agreement (Mathstar Inc), Business Development Agreement (Mathstar Inc)

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