No reverse engineering

The "No Reverse Engineering" clause prohibits any attempts to deconstruct, disassemble, or otherwise analyze a product, software, or system to obtain underlying trade secrets or proprietary information. This clause is designed to protect intellectual property by preventing unauthorized access to the technology's source code or structural makeup.

21 No reverse engineering examples

  • Description
    Party A shall ensure that the technology, products and equipment provided during the performance of this Contract do not infringe the legal rights of any third party. In the event of a third party accusing Party B of technology, products or equipment infringement, Party A shall bear all economic and legal responsibilities, including but not limited to compensation for the litigation costs and lawyer fees of Party B for participating in such allegations of infringement.   5 Both Parties agree that the Ordered Products and the intellectual property rights generated during the performance of this Contract are owned by Party A, and Party B guarantees that no reverse engineering will be carried out on any of the Ordered Products.
    Document
    EHang Holdings Ltd (EH)
  • Description
    No Reverse Engineering. Recipient shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the Confidential Information of Discloser unless permitted in writing by Discloser.
    Document
    TRxADE HEALTH, INC (MEDS)
  • Description
    No Reverse Engineering. Agent shall not decompile, disassemble, or reverse engineer the VerifyMe Products.
    Document
    RENAVOTIO, INC.
  • Description
    Confidential Information; No Reverse Engineering Insane Impact may provide PTL with certain confidential or proprietary information (“Confidential Information”). Confidential Information includes information, whether written, electronic or oral, which PTL knows or reasonably should know is proprietary, confidential or a trade secret of Insane Impact, including any and all technical or business information, the software including its source codes and documentation, specifications and design information for the Insane Impact Products, servicing information, customer lists, pricing information, marketing information, policies, procedures and manuals regarding Insane Impact’s distributors or distribution channels, research and development and other proprietary matter relating to the Insane Impact Products or business of Insane Impact. PTL will refrain from using the Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. PTL will likewise restrict its disclosure of the Confidential Information to those PTL shareholders, directors, officers, employees, agents, and legal or financial advisors who have a need to know such Confidential Information in order for PTL to perform its obligations and enjoy its rights under this Agreement. Such persons will be informed of and will agree to the provisions of this Section and PTL will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them. Upon termination of this Agreement (or earlier, upon request by Insane Impact), PTL shall cease to use all Confidential Information and promptly return 5    to Insane Impact (or destroy, upon request by Insane Impact) any documents (whether written or electronic) in its possession or under its control that constitutes Confidential Information. During the term of this Agreement and thereafter, neither PTL, nor PTL’s employees, independent contractors nor other agents shall (a) reverse engineer, decompile or otherwise disassemble the Insane Impact Products from the products themselves or from any other information made available to them, or (b) otherwise use any of the Confidential Information or Insane Impact provided training to support, maintain or otherwise service a third party’s products or services.
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    BIO LAB NATURALS, INC. (VYBE)
  • Description
    No Reverse Engineering. Each Party agrees that it shall not copy, translate, modify, create derivative works, reverse engineer, decompile, encumber, or otherwise use any technology, software, or Confidential Information of the other Party except as specifically authorized under this Agreement. Each Party shall extend the restrictions specified herein to any third party to whom such Party plans to disclose any software, technology, or Confidential Information of the other Party as may be expressly authorized under this Agreement or the NDA.
    Document
    Starry Holdings, Inc.
  • Description
    No Reverse Engineering. Licensee shall not rehabilitate, reverse engineer, reverse compile or disassemble the Technology, or otherwise attempt to derive or discover the source code to any Software licensed under this Agreement. The foregoing shall not apply to such activities conducted in the ordinary course of technical support of Licensee Products such as may occur through the use of debugging tools.
    Document
    PEAK FINTECH GROUP INC. (PKKFF)
  • Description
    No Reverse Engineering. No party, as Recipient, shall decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information by any means whatever, except as may be specifically authorized in advance by Discloser in writing.
    Document
    Concord Acquisition Corp III (GCTS, GCTS-WT)
  • Description
    No Reverse Engineering. Sphaera Pharma hereby acknowledges that certain of Company’s Preexisting Intellectual Properly and Confidential Information provided by it to Sphaera Pharma may be encoded or otherwise “cloaked” to protect and maintain the confidentiality thereof from Sphaera Pharma and. in any such case. Sphaera Pharma agrees to refrain and shall cause each person acting for and on its behalf, including, without limitation, the Protect Personnel, to refrain from engaging in any act or attempt to act by which or as a result of which any such Pre-existing Intellectual Property or Confidential Information would be reverse engineered, decompiled, translated, interpreted, decoded, revealed or otherwise identified.
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    Inhibikase Therapeutics, Inc. (IKT)
  • Description
     No Reverse Engineering. To the fullest extent permitted under applicable law, Any Party shall not modify, disassemble, decompile, adapt, alter, translate, reverse engineer, or create derivative works based on the Products, Licensed IP, or any materials associated or included with, or embedded into, the Products.
    Document
    Sandbridge Acquisition Corp (OWLT, OWLTW)
  • Description
    No Reverse Engineering. Issuer shall not, and shall not knowingly allow any employee, agent, contractor, Affiliate, Authorized Participant, or others to (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, or interoperability interfaces of the Securitize Services by any means whatsoever; (ii) remove any product identification, copyright or other notices on the Securitize Services; (iii) provide, lease, lend, use for timesharing, service bureau, hosting purposes or otherwise use the Securitize Services to or for the benefit of third parties other than Issuer and its Affiliates; or (iv) modify, adapt, alter, translate or incorporate into or with other software or create a derivative work of any part of the Securitize Services.
    Document
    Arca U.S. Treasury Fund
  • Description
    No Reverse Engineering. Licensor acknowledges and agrees that any use of the SAM STCs and SAM IP to produce modified new or used Caravans pursuant to the SAM STC License will require the purchase of certain parts, components, materials, software, subassemblies, spares and services (collectively, the “SAM Kit”). The SAM STC License does not extend to, and the SAM STC License shall not be used for, the reverse engineering or manufacturing of parts or components of the SAM Kit. Furthermore, Licensor shall not reverse engineer, decompile or disassemble any Licensee software.
    Document
    SURF AIR MOBILITY INC. (SRFM)
  • Description
    No Reverse Engineering. MaxLinear acknowledges and agrees that the Licensed Software contains copyrighted material, trade secrets, and other proprietary information of TI and its licensors and is protected by copyright laws, international copyright treaties, and trade secret laws, as well as other intellectual property laws. MaxLinear agrees that it will not, nor permit any person or entity to: (i) decompile, “unlock,” reverse-engineer, disassemble, or otherwise translate the object code versions of the Licensed Software to human-perceivable form except as permitted by applicable law which cannot be waived by this Subsection 3(b); (ii) otherwise discover or replicate the source code from which such object code may be generated; or (iii) except as expressly set forth herein, modify or make derivative works of the Licensed Software. Solely in connection with the terms and conditions of Article 6 of the European Community’s Directive for the Legal Protection of Computer Programs, OJL 122/42 (17 May 1991), and only with respect to jurisdictions that have adopted the same terms and conditions by legislation implementing the Directive, TI acknowledges that information on the interoperability of the Licensed Software with other products is readily available from TI. MaxLinear shall preserve and shall not otherwise obscure or permit deletion or alteration of any copyright notice or proprietary notices required by TI on any copies of the Licensed Software.
    Document
    MAXLINEAR, INC (MXL)
  • Description
    No Reverse Engineering. Unless Nexperia reasonably determines that Transphorm is not working in good faith to qualify a second source by [***], and Transphorm is unable to address Nexperia’s concerns within [***] days of written notice, Nexperia shall not, nor work with any third party to, reverse engineer or disassemble any Transphorm Epi Wafer Products, to the extent that such Epi Wafer Products are not publicly available (through sale or otherwise) to third parties without such restriction. No restrictions will apply on reverse engineering or failure analysis of a finished GaN power device product die. Transphorm shall consult with Nexperia regarding the status of its second source establishment and qualification efforts.
    Document
    Transphorm, Inc.
  • Description
    No Reverse Engineering. The Licensed Technology includes trade secrets of Supplier or its Affiliates. In order to protect the Licensed Technology, Buyer shall not modify, translate, decompile, reverse engineer, decrypt, extract or disassemble the Licensed Technology or otherwise reduce or attempt to reduce any Software in the Licensed Technology to source code form. Buyer shall ensure, both during and (if Buyer still has possession of the Licensed Technology) after the performance of this Agreement, that (a) Persons who are not bound by a confidentiality agreement consistent with this Agreement shall not have access to the Licensed Technology and (b) Persons who are so bound are put on written notice that the Licensed Technology contains trade secrets, owned by and proprietary to Supplier or its Affiliates.
    Document
    Fluence Energy, Inc. (FLNC)
  • Description
    No Reverse Engineering. Issuer shall not, and shall not knowingly allow any employee, agent, contractor, Affiliate, Authorized Participant, or others to (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, or interoperability interfaces of the Securitize Services by any means whatsoever; (ii) remove any product identification, copyright or other notices on the Securitize Services; (iii) provide, lease, lend, use for timesharing, service bureau, hosting purposes or otherwise use the Securitize Services to or for the benefit of third parties other than Issuer and its Affiliates; or (iv) modify, adapt, alter, translate or incorporate into or with other software or create a derivative work of any part of the Securitize Services.
    Document
    Hygienic Dress League Corp
  • Description
    No Reverse Engineering. Without express prior written consent of Histogen, none of Pineworld, its Affiliates, related parties or any Third Party acting directly or indirectly on behalf of or at the direction of Pineworld, its Affiliates or related parties shall: (i) attempt to reverse engineer the Products or associated active pharmaceutical ingredient (“API”); nor (ii) analyze (chemically or otherwise) any Products or API except to the extent necessary to obtain Regulatory Approval or to inspect the Products for delivery.
    Document
    Conatus Pharmaceuticals Inc.
  • Description
    No Reverse Engineering. NECOMAL will not:     146 create or attempt to, or aid or permits others to, create by reverse engineering, disassembly, de-compilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of any Product, unless expressly permitted by Law;     147 copy, modify, translate, or create derivative works of software included in any Product, unless the Supplier consents in writing; or     148 separate the Product into component parts for distribution or transfer to a third party.  
    Document
    AVIAT NETWORKS, INC. (AVNW)
  • Description
    No Reverse Engineering. Dealer shall not engage in, cause to be engaged in, or permit any reverse engineering of Authorized Software, Products, or component parts thereof. “Reverse engineering” is defined as attempting through analysis of Products or component parts thereof to determine their functionality and thereby gain the ability to alter or reproduce that functionality. 26.4 Right to Use Case IH IP. Dealer shall use Case IH IP only in accordance with the provisions of and for the purposes contemplated by this Agreement and in accordance with any procedures that Case IH may establish for use of Case IH IP. 27. Term and Termination 27.1 Term of Agreement and Renewal. This Agreement shall commence on the Effective Date and continue to the Expiration Date (“Term”). The Expiration Date of this Agreement shall be extended for additional successive five (5) year periods unless, at least ninety (90) days prior to the Expiration Date or the expiration date of any subsequent extension period, either party notifies the other of its intention not to extend. Upon such notification not to extend, this Agreement shall expire on the Expiration Date or at the expiration date of any extension period.
    Document
    Titan Machinery Inc. (TITN)
  • Description
    No Reverse Engineering. The Parties agree not to reverse engineer any Products, except to the extent permitted by this Agreement or to the extent enforcement of the foregoing is prohibited by Applicable Law.
    Document
    NEUROONE MEDICAL TECHNOLOGIES Corp (NMTC)
  • Description
    No Reverse Engineering. Without limiting any other provision of this Agreement, each Party agrees that it shall not reverse engineer the other Party’s Background IP.
    Document
    Benson Hill, Inc. (BHIL, BHILW)
  • Description
    No Reverse Engineering; Limits on Use. Licensee and its Affiliates shall not, by virtue of this Agreement or otherwise, and shall not willfully or knowingly permit any Person to, modify or reverse engineer or attempt to modify or reverse engineer any [***]. Licensee and its Affiliates shall not, and shall not willfully or Knowingly permit any Person to, use [***] beyond the scope of the rights granted under this Agreement.
    Document
    Allogene Therapeutics, Inc. (ALLO)

What is No Reverse Engineering?

“No Reverse Engineering” is a clause often found in software licenses and contractual agreements. It prohibits the user from analyzing the software’s structure, design, and functionality by any means, such as decompiling, disassembling, or using reverse-engineering tools. This provision helps protect the proprietary software’s intellectual property by restricting users from creating competitive products based on reverse-engineered insights.

When should I use No Reverse Engineering?

You should include a “No Reverse Engineering” clause when you want to safeguard the intellectual property of your software or technology. This clause is vital if:

  • Your software is proprietary and contains unique algorithms or methodologies.
  • You wish to protect your competitive advantage by preventing the creation of derivative works.
  • You want to maintain the confidentiality of certain elements or processes within your technology.
  • You aim to avoid potential legal or financial issues stemming from unauthorized reverse engineering.

How do I write a No Reverse Engineering clause?

When drafting a “No Reverse Engineering” clause, clarity and specificity are key. Here’s a basic structure you can follow:

The Licensee agrees not to engage in, nor permit or authorize any third party to engage in, any action aimed at the reverse engineering, disassembly, or decompilation of the Software Product, nor to create derivatives based on the Software’s underlying ideas, algorithms, or structure, without the express written consent of the Licensor.

Feel free to tailor it according to your specific needs and legal advice.

Which contracts typically contain No Reverse Engineering?

“No Reverse Engineering” clauses are commonly found in the following types of contracts:

  • Software Licensing Agreements: These often include such clauses to prevent tampering or unauthorized modifications of the software.
  • Non-Disclosure Agreements (NDAs): When proprietary technology or software is shared, NDAs may stipulate no reverse engineering to further secure confidentiality.
  • End-User License Agreements (EULAs): Often presented when users first install software, these agreements might include restrictions against reverse engineering.
  • Cloud Service Agreements: While dealing with SaaS, IaaS, or PaaS products, service agreements might contain such clauses to protect the provider’s tech infrastructure.
  • OEM Agreements: Original Equipment Manufacturer contracts may include these clauses to safeguard embedded software and associated proprietary technology.

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