Exclusion - Independent Development

Contract Type:
Generic Contract

Neither party shall have any obligation to the other with respect to any technology, design, process, product, service or other item that such party develops independently and without reliance on the other party's Confidential Information.


Here is a plain English explanation of the Exclusion - Independent Development clause:

This clause states that neither party has any obligations to the other regarding things they develop independently without using the other's confidential information.

Specifically, if one party creates any technology, design, process, product, service or other item totally on their own, without relying on the other party's confidential information, they have no duties to the other party in relation to that development.

The purpose is to allow both parties to freely develop their own independent creations, innovations and intellectual property without constraints from this contract. They only have obligations for developments directly derived from the other party's confidential information.

In summary, this clause excludes any obligations between the parties for developments made independently without utilizing each other's confidential information.

This frees up their own autonomous innovative activities.

History of the clause (for the geeks)

Exclusion of liability clauses for independent development evolved to delineate intellectual property rights and competitive freedoms.

Key historical developments include:

Early common law focused narrowly on misappropriation, leaving grey areas around derivative works and reverse engineering.

As technology licensing and confidentiality agreements proliferated, clearer carve-outs were needed for autonomous innovation.

Courts began recognizing rights to independent creation using public information outside of trade secrets.

To preempt disputes, contracting parties specified excluded areas of independent development via contract clauses.

As non-compete agreements expanded, exclusions ensured talent mobility and restrained overreach.

Open source licensing required explicit independent development rights to ensure collaboration.

Globalization of trade required clarity between licensing restrictions versus freedoms to advance innovation independently.

Standardization increased adoption of independent development exclusions across confidentiality, employment, joint venture and technology agreements.

In summary, exclusionary clauses emerged to reserve space for unencumbered innovation outside of contractual constraints, thereby promoting economic and technological progress.