I was confronted the following chapter named "independent development"

The Disclosing Party understands that the Receiving Party may currently or in the future be developing information internally, or receiving information from other persons. firms or corporations that may be similar to, or have the same or similar subject matter as, Confidential Information provided by or relating to the Disclosing Party (“the Disclosing Party’s Information ”). Accordingly ,nothing in this Agreement will be construed as any representation or inference that the Receiving Party will not develop, market, sell or distribute products or services, or have products or services developed, marketed, sold or distributed for it, that, without breach of this Agreement, are capable of being used or applied in competition with any products or services falling with in the subject matter of the Disclosing Party's Information.

My question involves the -not develop,market,sell or distribute part. If I sign this NDA, am I still allowed to create my own service/product which has (public?) features of the product that the Disclosing party has?

Or is it explicitly stating that I'm not allowed to do that? I'm not a native speaker so please explain in an easy to understand language.

1 Answer 1


So you got into contact with a company, you are discussing stuff, including stuff that they don't want the public to know, and they ask you to sign an NDA where you promise not to tell any of their secret stuff to the public.

That company is "the Disclosing Party". They disclose some secret to you. You are the "Receiving Party". You receive the information.

The company says they understand that you might already be working on something similar to their secret stuff. Or you might in the future be working on something similar. Or you might get information from another company about similar things, for example if you discuss stuff with two different companies working in the same area.

Therefore the company will not use anyhing in the NDA to claim that you can't develop yourself something that could compete with the company's products.

  • I think the last paragraph should also say "... as long as you can show that anything resembling the Secret Stuff was something you already knew or got from elsewhere." Nov 14, 2018 at 9:22

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