definiens: shall mean any Inventions that are conceived and reduced to practice by BIT in the course, and as the result, o f performance by BIT of its obligations under the Agreement with respect to the development of the Pr oject ; provided, however, that notwithstanding the foregoing, all Background Intellectual Property is expressly excluded from the definition of 12.3.2 As between the Parties, and except as otherw ise provided in the Agreement, Client shall have the sole and exclusive ownership of any and al l right, title and interest in ( i ) any Project Inve ntions including, without limitation, any and all Intellec tual Property Rights in such Project Inventions ( ii ) the Confidential Information of Client ( collectively, t he ) ; provided, however, that Client hereby grants to BIT a nonexclusive license to use, copy, enhance and modify the Client Properties for the limited purpose of performing under the Agreement . BIT shall have the sole and exclusive ownership of any and all right, title and interest in the Confid ential Information of BIT ( including the Background Intellectual Property ) . BIT hereby grants to Client a non - exclusive license under the Background Intellectual Property solely to the extent necessar y for Client to make, use or sell the Products in accordance with the user documentation or other rel evant instructions ; provided, that such license shall immediately terminate if Client shall breach its pa yment or other obligations with respect to the appl icable Products . Client agrees : ( a ) not to use any tradema rk or service mark of BIT without BIT ’s prior writt en consent ; ( b ) not to share any of BIT ’s price or pro duct performance data with any third party without BIT ’s prior written consent ; and ( c ) not to reverse engineer, disassemble, or otherwise attempt to der i ve functional or design information or technical speci fications from any of BIT ’s goods