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While the goal of reverse engineering is not always to copy or recreate things based on constituent information, the risk is always that it will not have protection against reverse engineering. Under the NDA, the unveiling party would not license its confidential information to the receptive party or a third party and would give it the right to use it confidentially. This remains for the continuation of negotiations within the framework of the substantive agreement. Neither party may re-enter, disassemble or decompile prototypes, software or other material objects that represent confidential information and are made available to that party as part of these subsunders. No change of confidential information. Without the written consent of the unveiling party, the receiving party will not copy, decompile, modify or create derivative works. The NDA`s objective is to give the receiving party the opportunity to understand what it should do and what to do when an essential agreement is reached between the parties. Reverse engineering, also known as “Back Engineering,” is primarily the process of extracting information from a product or available knowledge base and replicating something that is based on information extracted in the reverse engineering process. Reverse engineering can be used to injure a particular software or medium, and to remove appropriate protection or to create an incorrect copy of the original. On the contrary, reverse engineering can be used to study the operating parameters of a virus or malware and help develop an anti-virus or anti-malware. Unless expressly provided, the receiving party (a) may not re-treat confidential information, (b) create products derived from confidential information for commercial purposes or (c) file a patent application containing a claim of an object resulting from the confidential information, without the prior written consent of the revealing party. Generally speaking, you should use the “non-retro-engineering” clause for NOA, which is also referred to as “no change of confidential information,” the non-retro-engineering clause prohibits the receiving party from using confidential information to inform or create similar products or services.

. . . From the receiving party`s point of view, the receiving party also does not wish to obtain such a licence and the right to use that licence, as the conditions for such a licence and use do not exist in the NDA. As noted above, the intrinsic purpose of an NOA is to get the parties talking and help them reach a point where both parties agree either to create a business relationship through a substantive contract or not to continue discussions. Disclosure of confidential information to the recipient party does not have the effect of having any rights of use or otherwise with respect to that confidential information or in any other way, except for the limited purpose indicated in it. Disclosure of confidential information by a party in accordance with this agreement does not provide, grant, transfer or justify, by other means, options, licenses or other rights or interests that go beyond the licenses expressly granted in this agreement.