Common use of Ownership of the Systems and Software Products Clause in Contracts

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing herein shall be construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the Systems and Software Products are considered the trade secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-names, mask-work rights, trade secrets, moral rights, authors' rights, and all renewal and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("Modification"), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to Pershing. All such Modifications shall belong exclusively to Pershing, with Pershing having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing and any person designated by Pershing reasonable assistance, at Pershing's expense, required to perfect the rights defined in this Section. Unless otherwise directed by Pershing, upon the termination of this Agreement, Broker shall immediately turn over to Pershing all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 shall be construed as preventing Pershing from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 shall survive any termination of this Agreement.

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing Nothing herein shall be construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the The Systems and Software Products are considered the trade secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, of~ display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-names, mask-work rights, trade secrets, moral rights, authors' rights, and all renewal and extensions thereof, thereof~ regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("Modification"), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to Pershing. All such Modifications shall belong exclusively to Pershing, with Pershing having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing and any anx xxx person designated by Pershing designatxx xx Xxrshing reasonable assistance, at Pershing's expense, required to perfect the rights defined in this Section. Unless otherwise directed by Pershing, upon the termination of this Agreementxxxx Xxreement, Broker shall immediately turn over to Pershing all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 shall be construed as preventing Pershing from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 shall survive any termination of this Agreement.

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing Nothing herein shall be construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the The Systems and Software Products are considered the trade secrets of Pershing RJO and its affiliates. As between Broker and PershingRJO, Pershing RJO shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing RJO or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing RJO and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-names, mask-work rights, trade secrets, moral rights, authors' ’ rights, and all renewal and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("“Modification"”), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing RJO by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to PershingRJO. All such Modifications shall belong exclusively to PershingRJO, with Pershing RJO having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing RJO and any person designated by Pershing RJO reasonable assistance, at Pershing's RJO’s expense, required to perfect the rights defined in this Section. Unless otherwise directed by PershingRJO, upon the termination of this Agreement, Broker shall immediately turn over to Pershing RJO all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 21.6 shall be construed as preventing Pershing RJO from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 21.6 shall survive any termination of this Agreement.

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing Nothing herein shall be ---------------------------------------------- construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the The Systems and Software Products are considered the trade secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-trade names, mask-work rights, trade secrets, moral rights, authors' rights, and all renewal and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("Modification"), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to Pershing. All such Modifications shall belong exclusively to Pershing, with Pershing having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing and any person designated by Pershing reasonable assistance, at Pershing's expense, required to perfect the rights defined in this Section. Unless otherwise directed by Pershing, upon the termination of this Agreement, Broker shall immediately turn over to Pershing all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 shall be construed as preventing Pershing from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 shall survive any termination of this Agreement.

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing Nothing herein shall be construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the The Systems and Software Products are considered the trade secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, of~ display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-names, mask-work rights, trade secrets, moral rights, authors' rights, and all renewal and extensions thereof, thereof~ regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("Modification"), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to Pershing. All such Modifications shall belong exclusively to Pershing, with Pershing having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing and any person designated by Pershing reasonable assistance, at Pershing's expense, required to perfect the rights defined in this Section. Unless otherwise directed by Pershing, upon the termination of this Agreement, Broker shall immediately turn over to Pershing all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 shall be construed as preventing Pershing from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 shall survive any termination of this Agreement.

Ownership of the Systems and Software Products. Except as provided by this Agreement, nothing Nothing herein shall be construed to transfer to Broker any rights, title and/or interest in and to the Systems or to the Software Products, including without limitation, the intellectual property rights therein. Pershing represents that the The Systems and Software Products are considered the trade secrets of Pershing and its affiliates. As between Broker and Pershing, Pershing shall at all times be and remain the sole and exclusive owner of the Systems and Software Products, including any and all home page design(s), methodologies, techniques, software libraries, and know-how used by Pershing or incorporated into the Systems and Software Products, including all improvements, modifications, or enhancements thereto. Except with respect to intellectual property rights in trademarks and copyrights belonging to Broker, Pershing and its affiliates retains all rights, title, and interest in and to Systems and Software Products, including without limitation, all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including without limitation, registrations and applications), patent rights, trade-names, mask-work rights, trade secrets, moral rights, authors' ’ rights, and all renewal and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction. If at any time Broker proposes or makes modifications to its customized version of any System or Software Product ("“Modification"”), all right, title and interest in the Modifications shall be deemed to be a work made for hire. To the extent that title to any such Modification may not vest in Pershing by operation of law, or such Modifications may not be considered works made for hire, all right, title, and interest to therein are hereby irrevocably assigned to Pershing. All such Modifications shall belong exclusively to Pershing, with Pershing having the right to obtain and to hold in its own name copyright registrations, patents, and such other intellectual property protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Broker agrees to give Pershing and any person designated by Pershing reasonable assistance, at Pershing's ’s expense, required to perfect the rights defined in this Section. Unless otherwise directed by Pershing, upon the termination of this Agreement, Broker shall immediately turn over to Pershing all Modifications, including, but not limited to, computer programs, working papers, descriptions, reports, and data. Nothing contained in this Paragraph 28.3 shall be construed as preventing Pershing from assigning any intellectual property right with respect to any Modification to any third-party. Notwithstanding anything to the contrary herein, this Paragraph 28.3 shall not apply to materials, content, software or other intellectual property owned or developed by or on behalf Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business ("Non-Pershing Property"). Nothing in this Agreement shall be construed as transferring to Pershing any rights, title and/or interest in or to any such Non-Pershing Property, and all such rights, title and interest shall at all times remain with Broker, its agents or affiliates, or any business entity with which Broker has entered into a strategic alliance or is otherwise doing business. This Paragraph 28.3 shall survive any termination of this Agreement.