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.

License to BBTR. Subject to the terms and conditions of this Agreement, Blackbox hereby grants to BBTR during the Term a non-exclusive and worldwide, fully transferable, sublicensable license to use the BBTR Marks in connection with Blackbox’s development, advertisement, marketing, promotion, use and sale of the BBTR System during the Term in all media now known or hereafter devised. BBTR will use a standard form of sublicense agreement (the form of which has been pre-approved by Blackbox in compliance with the definition in section 1.9, above) to sublicense the BBTR System and Services to its Customers. In addition, BBTR will provide, on a monthly basis, a list of all new Customers to which BBTR has sublicensed the BBTR System and Services.

“BBTR Sublicense” shall mean a sublicense agreement pursuant to which BBTR may license the BBTR SYSTEM to a BBTR Licensee for use and/or resale of the Services through the BBTR System on a SaaS basis in a form specifically approved in advance and in writing by Blackbox containing, among other things, an express reservation of Blackbox’s rights to the Blackbox Technology in accordance with this Agreement. BBTR’s right to sublicense shall be limited to the use of the Blackbox Technology in connection with the processing of BBTR Exchange Data only.

Marketing. Promotion and Sublicense of BBTR System. Throughout the Term, BBTR shall use its commercially reasonable best efforts to market, promote and sublicense the BBTR System and use thereof by Customers. The BBTR System shall be sublicensed only pursuant to a BBTR Sublicense agreement in a form approved by Blackbox in advance and in writing.