NTIC.
AS A RESULT, BOTH DURING THE TERM OF THIS AGREEMENT
AND THEREAFTER, SL SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF NTIC, FOR ANY
REASON, EITHER DIRECTLY OR INDIRECTLY, DIVULGE TO ANY THIRD PARTY OR USE FOR
THEIR OWN BENEFIT, OR FOR ANY OTHER PURPOSE OTHER THAN THE EXCLUSIVE BENEFIT OF
NTIC, ANY CONFIDENTIAL INFORMATION.
SECTION 8.
MISCELLANEOUS
(A)
APPLICATION OF CERTAIN PROVISIONS TO SL'S
EMPLOYEES AND AGENTS, ETC.
SL AGREES TO INFORM ANY OF SL'S EMPLOYEES, PARTNERS,
MEMBERS, OWNERS AND AFFILIATES WHO PROVIDE SERVICES TO NTIC ON BEHALF OF SL
UNDER THIS AGREEMENT, OF SL'S OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO, THE PROVISIONS OF SECTIONS 6 AND 7, AND ENSURE THAT ALL SUCH
EMPLOYEES, PARTNERS, MEMBERS, OWNERS AND AFFILIATES HAVE AGREED IN WRITING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT, EITHER BY MEANS OF AN AGREEMENT DIRECTLY
WITH NTIC OR PURSUANT TO AN AGREEMENT WITH SL.
(B)
REMEDIES.
SL ACKNOWLEDGES AND AGREES THAT
BY VIRTUE OF THE SPECIAL KNOWLEDGE OF NTIC'S BUSINESS OR RESEARCH AND
DEVELOPMENT ACTIVITIES THAT SL SHALL DEVELOP, GREAT LOSS AND IRREPARABLE DAMAGE
WOULD BE SUFFERED BY NTIC IF SL SHOULD BREACH OR VIOLATE ANY OF THE TERMS OR
PROVISIONS OF THE COVENANTS AND AGREEMENTS SET FORTH HEREIN.
SL FURTHER
ACKNOWLEDGES AND AGREES THAT EACH SUCH COVENANT AND AGREEMENT IS REASONABLY
NECESSARY TO PROTECT AND PRESERVE NTIC'S INTERESTS.
THEREFORE, IN ADDITION TO
ALL OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY, SL AGREES THAT NTIC SHALL BE
ENTITLED TO A TEMPORARY RESTRAINING ORDER AND A PERMANENT INJUNCTION
8
(WITH OR WITHOUT BOND) TO PREVENT A BREACH OF ANY OF THE COVENANTS OR AGREEMENTS
OF SL CONTAINED HEREIN.
(C)
NTIC POLICIES AND PROCEDURES.
IN CARRYING
OUT ITS DUTIES UNDER THIS AGREEMENT, SL AGREES THAT HE AND HIS EMPLOYEES AND
AGENTS PROVIDING SERVICES HEREUNDER, WILL FOLLOW ALL OF NTIC'S POLICIES AND
PROCEDURES THAT ARE APPLICABLE TO ITS INDEPENDENT CONSULTANTS INCLUDING WITHOUT
LIMITATION NTIC'S INSIDER TRADING POLICY AND CODE OF ETHICS AND CONDUCT, AS SUCH
POLICY AND CODE MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME AND PROVIDED BY
NTIC TO SL.
(D)
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS
AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER, SHALL BE
IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN IF DELIVERED PERSONALLY OR
SENT BY FAX, OR MAILED FIRST CLASS, POSTAGE PREPAID, BY REGISTERED OR CERTIFIED
MAIL (NOTICES SENT BY FAX OR MAILED SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE
DATE SENT), TO THE PARTIES AT THE FOLLOWING ADDRESSES OR AT SUCH OTHER ADDRESS
AS EITHER PARTY SHALL DESIGNATE BY NOTICE IN WRITING TO THE OTHER IN ACCORDANCE
HEREWITH:
(E)
ASSIGNMENT.
THIS AGREEMENT IS FOR PERSONAL
SERVICES TO BE PROVIDED BY SL AND MAY NOT BE ASSIGNED OR TRANSFERRED BY SL TO,
OR THE DUTIES OR SERVICES OF SL PERFORMED OR PROVIDED BY, ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF NTIC.
THIS AGREEMENT MAY BE ASSIGNED BY
NTIC (BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE