DBS Rights. DBS will be the sole and original owner of, and will have the sole and exclusive title in and to: (i) the Pre-Existing Proprietary Rights, and (ii) any Proprietary Rights that DBS develops after the Effective Date that DBS can clearly establish are outside the scope of any work performed under this Agreement and that are not necessary for the operation or maintenance of the Eurex Software (collectively, the "DBS Proprietary Rights"). Except to the extent DBS obtains prior written approval of LLC or the Eurex Entities, respectively, DBS may not include or use any Pre-Existing Proprietary Rights in any Deliverable or Sub-Project. DBS acknowledges and agrees that it is precluded from developing for itself or for others materials that are derived from any Deliverable or Sub- Project, and DBS disclaims any Rights to the Eurex Software. However, subject to the confidentiality obligations of DBS to the LLC Group hereunder, this restriction will not preclude DBS from using general concepts, know-how and ideas used or developed in the course of performing its obligations under this Agreement.
Appears in 3 contracts
Samples: Systems Operations Agreement (Board of Trade of the City of Chicago Inc), Systems Operations Agreement (Board of Trade of the City of Chicago Inc), Systems Operations Agreement (Cbot Holdings Inc)
DBS Rights. DBS will be the sole and original owner of, and will have the sole and exclusive title in and to: (i) the Pre-Existing Proprietary Rights, and (ii) any Proprietary Rights that DBS develops after the Effective Date that DBS can clearly establish are outside the scope of any work performed under this Agreement and that are not necessary for the operation or maintenance of the Eurex Software (collectively, the "DBS Proprietary Rights"). Except to the extent DBS obtains LLC's prior written approval of LLC or the Eurex Entities, respectivelyapproval, DBS may not include or use any Pre-Existing Proprietary Rights in any Deliverable or Sub-Project. DBS acknowledges and agrees that it is precluded from developing for itself or for others materials that are derived from any Deliverable or Sub- Sub-Project, and DBS disclaims any Rights to the Eurex Software. However, subject to the confidentiality obligations of DBS to the LLC Group hereunder, this restriction will not preclude DBS from using general concepts, know-how and ideas used or developed in the course of performing its obligations under this Agreement.
Appears in 3 contracts
Samples: Master Software Development Agreement (Cbot Holdings Inc), Master Software Development Agreement (Board of Trade of the City of Chicago Inc), Master Software Development Agreement (Board of Trade of the City of Chicago Inc)