Q&As

In a B2B contract for the sale of goods incorporating software, can you exclude the right of the buyer to reverse engineer the goods for the buyer's own repair purposes and prevent the buyer selling reverse engineered goods in competition with the seller? Can you stop the buyer using confidential information supplied with the goods to facilitate reverse engineering?

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Produced in partnership with Ashley Roughton of Ipchambers.eu
Published on LexisPSL on 01/11/2016

The following Commercial Q&A produced in partnership with Ashley Roughton of Ipchambers.eu provides comprehensive and up to date legal information covering:

  • In a B2B contract for the sale of goods incorporating software, can you exclude the right of the buyer to reverse engineer the goods for the buyer's own repair purposes and prevent the buyer selling reverse engineered goods in competition with the seller? Can you stop the buyer using confidential information supplied with the goods to facilitate reverse engineering?
  • Competition issues
  • Confidential information

This Q&A covers the situation where:

  1. the goods in question are not protected by a patent or otherwise protected by registered intellectual property rights (IPRs)

  2. the goods may be simply physical parts or machines which also incorporate software, and

  3. the seller wishes to prevent the buyer selling goods created using the knowledge acquired by reverse engineering

Competition issues

On the face of it there may be a competition law angle to consider in this situation. This is on the basis that, but for the clause in question, the purchaser could (and may have the requisite incentive to) enter or expand in a market in competition with the party supplying the product (Party A)—whether this is in:

  1. an aftermarket for maintenance/repair (whether Party A b

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