Common use of Source Code Restrictions Clause in Contracts

Source Code Restrictions. NMS agrees not to copy, modify, translate, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source code from the System, the Healtheon Service and the Intellectual Property pertaining thereto or to create any derivative works based upon the System, the Healtheon Service and/or the Intellectual Property pertaining thereto, and agrees not to permit or authorize anyone else to do so. Notwithstanding the foregoing, Healtheon acknowledges and agrees that this in no way prohibits NMS from independently developing a system, software, application or tool that is similar in feature and functionality to the Healtheon Service without using any of Healtheon's Confidential Information or Intellectual Property. Healtheon acknowledges that NMS asserts that it began a development project that may have included similar features and functionality to the Healtheon Service, and that such project has been suspended. NMS agrees to provide Healtheon with written notice at least thirty (30) days prior to NMS (i) committing resources to develop a Web-based benefits enrollment application or service with a project plan and deliverables; (ii) making a written or oral commitment to an existing or prospective customer that it is developing and/or will provide a non-Healtheon Web-based benefits enrollment application or service; or (iii) communicating in its sales and marketing program or materials that NMS is developing or will provide a non-Healtheon Web-based benefits enrollment application or service. Healtheon has the right to terminate this Agreement immediately upon receipt of such notice or the discovery of any of the foregoing events. Healtheon acknowledges that NMS, on a regular basis, enhances its capabilities to provide employer/broker self-service capabilities to its existing benefits administration systems and that these types of enhancements are not subject to this Section.