THIS AGREEMENT AND FOR SIX (6) MONTHS THEREAFTER WILL BE NTIC'S SOLE AND
EXCLUSIVE PROPERTY, AND TO THE EXTENT APPLICABLE, SHALL BE DEEMED TO BE "WORKS
FOR HIRE" UNDER THE COPYRIGHT LAWS OF THE UNITED STATES.
DAK WILL, WITH RESPECT
TO ANY INVENTION:
(I)
KEEP CURRENT, ACCURATE, AND COMPLETE
RECORDS, WHICH WILL BELONG TO NTIC;
(II)
PROMPTLY AND FULLY DISCLOSE THE EXISTENCE
AND DESCRIBE THE NATURE OF SUCH INVENTION TO NTIC IN WRITING (AND WITHOUT
REQUEST);
(III)
TO THE EXTENT EXCLUSIVE TITLE AND/OR
OWNERSHIP RIGHTS MAY NOT ORIGINALLY VEST IN NTIC, ASSIGN (AND DAK DOES HEREBY
ASSIGN, TRANSFER AND CONVEY) TO NTIC ALL OF DAK'S RIGHTS, TITLE AND INTEREST TO
SUCH INVENTION, ALONG WITH ANY APPLICATION DAK MAKES FOR PATENTS OR COPYRIGHTS,
AND ANY PATENTS OR COPYRIGHTS GRANTED TO DAK IN ANY COUNTRY, PERTAINING TO SUCH
INVENTION;
(IV)
ACKNOWLEDGE AND DELIVER PROMPTLY TO NTIC ANY
WRITTEN INSTRUMENTS, AND PERFORM ANY OTHER ACTS NECESSARY IN NTIC'S OPINION TO
PRESERVE PROPERTY RIGHTS IN SUCH INVENTION AGAINST FORFEITURE, ABANDONMENT OR
LOSS AND TO OBTAIN AND MAINTAIN PATENTS AND/OR COPYRIGHTS ON ANY INVENTIONS AND
TO VEST THE ENTIRE RIGHT AND TITLE TO SUCH INVENTION IN NTIC.
SUCH EXECUTION
AND ASSISTANCE SHALL BE AT NO CHARGE TO NTIC, BUT AT NTIC'S EXPENSE AND NTIC
SHALL REIMBURSE DAK FOR REASONABLE OUT-OF-POCKET EXPENSES INCURRED; AND
(V)
PERFORM ANY OTHER ACTS NECESSARY IN NTIC'S
OPINION TO PRESERVE PROPERTY RIGHTS IN THE INVENTION AGAINST FORFEITURE,
ABANDONMENT OR LOSS AND TO OBTAIN AND MAINTAIN LETTERS PATENT AND/OR COPYRIGHTS
ON THE INVENTION AND TO VEST THE ENTIRE RIGHT AND TITLE TO SUCH INVENTION IN
NTIC.
WITH RESPECT TO ANY OBLIGATIONS PERFORMED BY DAK UNDER THIS SECTION 8
FOLLOWING TERMINATION OF THIS AGREEMENT, NTIC WILL PAY OR REIMBURSE ALL
REASONABLE OUT-OF-POCKET EXPENSES.
(C)
PRESUMPTION.
IN THE EVENT OF ANY DISPUTE,
ARBITRATION OR LITIGATION CONCERNING WHETHER AN INVENTION, IMPROVEMENT OR
DISCOVERY MADE OR CONCEIVED BY DAK IS THE PROPERTY OF NTIC, SUCH INVENTION,
IMPROVEMENT OR DISCOVERY WILL BE PRESUMED THE PROPERTY OF NTIC AND THE DAK WILL
BEAR THE BURDEN OF ESTABLISHING OTHERWISE.
(D)
DEFINITIONS.
TO THE EXTENT THAT ANY OF THE
INVENTIONS QUALIFIES AS "WORK MADE FOR HIRE" AS DEFINED IN 17 U.S.C. § 101
(1976), AS AMENDED, SUCH INTELLECTUAL PROPERTY WILL CONSTITUTE "WORK MADE FOR
HIRE" AND, AS SUCH, WILL BE THE EXCLUSIVE PROPERTY OF NTIC.
(E)
REVERSION OF OWNERSHIP TO CERTAIN
INVENTIONS NTIC DECIDES NOT TO PURSUE.
IF THE CHIEF EXECUTIVE OFFICER OF NTIC
FORMALLY DECIDES ON BEHALF OF NTIC NOT TO PURSUE DEVELOPMENT OR
COMMERCIALIZATION OF A PARTICULAR UNPATENTED INVENTION (AS DEFINED IN
SECTION 8(A) AND ASSIGNED TO NTIC HEREUNDER), DAK WILL HAVE THE RIGHT TO
REQUIRE, UPON DAK'S FORMAL REQUEST IN WRITING, THAT NTIC ASSIGN BACK TO DAK SUCH
INVENTION; PROVIDED, HOWEVER, THAT IN THE EVENT NTIC HAS SPENT RESOURCES IN
EXCESS OF $20,000 PURSUING THE DEVELOPMENT OR COMMERCIALIZATION OF SUCH
INVENTION, NTIC WILL HAVE THE RIGHT TO CONDITION ANY SUCH ASSIGNMENT OF SUCH
INVENTION BACK TO DAK UPON THE PAYMENT TO NTIC BY DAK OF REASONABLE COMPENSATION