Blackbox. Blackbox shall indemnify, defend and hold harmless BBTR and its officers, directors, employees, agents, successors, and assigns from and against all third party claims, actions, losses, liability, costs, expenses, damages, judgments, and settlements including reasonable outside attorneys’ fees and court costs, which may be suffered, made or incurred by such parties arising out of or in connection with any material breach by Blackbox of Blackbox’s representations, warranties, undertakings or agreements of any nature whatsoever made or entered into by Blackbox contained in this Agreement, to the extent that such claims do not arise out of a breach by BBTR of this Agreement.

“Error” means a replicable, material failure of the Blackbox Technology to conform to the specifications. Errors do not include, and Blackbox will have no responsibility for, any of the following circumstances which adversely impact the operation of the Blackbox Technology or the ability of Blackbox to provide Support Services: # the Blackbox Technology software has been modified or damaged in any manner by any person or entity other than Blackbox; # the Blackbox Technology has been used outside the scope contemplated by this Agreement; # any failure of the computer hardware, the computer operating system and/or other software utilized by BBTR, or use of such hardware, operating system or other software in versions or with specifications other than those specified by Blackbox; # the Blackbox Technology has been installed or operated other than in accordance with instructions provided by Blackbox, including without limitation, on computer hardware, or operating systems other than for which that Blackbox Technology was designed; or # BBTR has failed to install the most recent Blackbox Technology made available to BBTR.

Intellectual Property Rights. Blackbox warrants and represents that the Blackbox Technology does not infringe any third party’s Intellectual Property Rights.

“Repair Time” means the timeframe in which Blackbox will provide the Support service necessary to restore the operation of the Blackbox Technology.

Costs and Expenses. BBTR shall bear all cost and expense of its performance and activities under this Agreement, and those of any of BBTR Affiliate, without any right of reimbursement, compensation, or recovery therefor from Blackbox or any Blackbox Affiliate. Neither Blackbox nor any Blackbox Affiliate shall be liable or responsible for, or have any liability or obligation for, any cost or expenses of or incurred by BBTR or any BBTR Affiliate in the operation of their respective businesses. Nothing in this paragraph shall be construed to require BBTR to be responsible for the cost or expense of enforcing this Agreement as a result of a material breach by Blackbox.

License to BBTR. Subject to the terms and conditions of this Agreement, Blackbox grants to BBTR during the Term, an exclusive, non-transferable, right and license to market, offer, sell and sublicense (subject to a BBTR Sublicense) the BBTR System and Services for use by Customers within the Territory. Except as specifically set forth herein, as between Blackbox and BBTR, all right, title and interest in and to the BBTR System, the Blackbox Technology and all Intellectual Property Rights therein, are reserved and shall be retained by Blackbox.

Periodic software updates which Blackbox may make available to similarly situated licensees, provided that Blackbox may, but shall have no obligation under these Support terms, to provide enhancements that add functionality to Software; and

Support. Throughout the Initial Term, Blackbox shall promptly provide all repairs, bug fixes, patches, and other routine maintenance for the BBTR System (Tier 3 Support), which shall be undertaken in accordance with the terms in Exhibit B (Support Terms) at the sole expense of Blackbox. Blackbox shall have no obligation to provide technical or use support for the BBTR system of any kind directly to BBTR Sublicensees or Customers.

“Blackbox Technology” shall mean # any of the proprietary technology owned or licensed by Blackbox that is used in the BBTR System and # any other tools, software, technology and/or generic code used or included in the BBTR System.

Blackbox may terminate this Agreement, effective on written notice to BBTR, if BBTR fails to pay any License Fee when due hereunder if the failure to pay such License Fee has not been cured within four (4) business days of when BBTR receives notice that Blackbox has not received such payment.