This clause says you're allowed to develop similar products or ideas on your own, without owing anything to the other party, even if they shared confidential information with you. It protects you from being trapped—for instance, if a company shares their marketing strategy with you under NDA, this clause means you can still develop your own competing strategy independently. Courts in both the US and UK recognize this principle because it would be unfair to prevent someone from using their own skills and effort, but spelling it out in writing prevents expensive litigation later.
This clause is crucial for you—insist it stays in the contract. If the other party wants to remove it or narrow it, that's a red flag suggesting they want to control what you can do after the deal ends. Negotiate to keep language broad, such as "development using publicly available information and the receiving party's own resources and expertise." If they push back hard, consider whether the relationship is worth the restriction. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause says you're allowed to develop similar products or ideas on your own, without owing anything to the other party, even if they shared confidential information with you.
Why should I care about this clause?
It protects you from being trapped—for instance, if a company shares their marketing strategy with you under NDA, this clause means you can still develop your own competing strategy independently.
What are my options?
Courts in both the US and UK recognize this principle because it would be unfair to prevent someone from using their own skills and effort, but spelling it out in writing prevents expensive litigation later.