THIS AGREEMENT UNTIL IT IS TERMINATED PURSUANT TO SECTION 6 HEREOF, NTIC SHALL
PAY TO DAK A MONTHLY FEE ("MONTHLY FEE") OF SEVEN THOUSAND TWO-HUNDRED AND FIFTY
AND 00/100 DOLLARS ($7,250.00) IN CONSIDERATION FOR ALL CONSULTING SERVICES
RENDERED BY DAK HEREUNDER. THIS MONTHLY FEE IS PAYABLE IN ADVANCE ON THE FIRST
DAY OF EACH MONTH IN A MANNER AS REASONABLY DESIGNATED BY DAK. IN THE EVENT NTIC
REQUESTS DAK REPRESENTATIVES TO TRAVEL IN FURTHERANCE OF THE PURPOSES OF THIS
AGREEMENT, NTIC SHALL REIMBURSE DAK FOR ALL REASONABLE OUT-OF-POCKET TRAVEL
EXPENSES INCURRED IN CONNECTION THEREWITH, WHICH EXPENSES SHALL BE DETERMINED
AND APPROVED IN ADVANCE BY NTIC ON A CASE-BY-CASE BASIS.
ANY SUCH
REIMBURSEMENTS BY NTIC SHALL BE MADE TO DAK UPON SUBMISSION BY DAK TO NTIC OF AN
EXPENSE REPORT WITH APPROPRIATE RECEIPTS, IN ACCORDANCE WITH CUSTOMARY NTIC
POLICIES.
IN THE EVENT THAT DAK DEVELOPS NEW PRODUCTS AND/OR TECHNOLOGIES WHICH RESULT IN
COMMERCIAL TECHNOLOGIES AND/OR PRODUCTS THAT ARE CONSIDERED "WORK FOR HIRE" WORK
PRODUCT, WITH ALL RESULTING INTELLECTUAL PROPERTY RIGHTS (IF ANY) BEING
TRANSFERRED TO THE OWNERSHIP OF NTIC PURSUANT TO SECTION 8 OF THIS AGREEMENT AND
OTHERWISE COMPLIES WITH SECTION 8, 9 AND 10 OF THIS AGREEMENT, THEN, NTIC WILL
PAY DAK 2% OF ANY "NET OPERATING PROFIT" (AS DEFINED BELOW) GENERATED BY NTIC
FROM THE SALE OF ANY SUCH PRODUCT AND/OR TECHNOLOGY AS A COMMISSION FOR SEVEN
(7) YEARS FROM THE DATE OF FIRST SALE OF ANY SUCH PRODUCT AND/OR TECHNOLOGY;
PROVIDED, HOWEVER, THAT NO COMMISSIONS SHALL BE DUE AND PAYABLE HEREUNDER UNLESS
AND UNTIL THE NET SALES OF ANY SUCH PRODUCT AND/OR TECHNOLOGY FOR ANY FISCAL
YEAR EXCEED $500,000; AND PROVIDED, FURTHER THAT NO AMOUNTS SHALL BE DUE AND
PAYABLE BY NTIC TO DAK HEREUNDER AFTER SEVEN (7) YEARS AFTER THE TERMINATION OF
THIS AGREEMENT.
"Net Operating Profit" is hereby defined as Net Sales less Cost of Goods Sold,
in each case as determined to the extent practicable in accordance with U.S.
generally accepted accounting principles and in each case as attributed to the
products and/or technologies developed by DAK and assigned to NTIC hereunder.
4.
INDEPENDENT CONTRACTOR STATUS OF DAK.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY UNDER THIS AGREEMENT,
DAK IS AND SHALL ACT AS, AND FOR ALL PURPOSES SHALL BE DEEMED TO BE, AN
INDEPENDENT CONTRACTOR OF NTIC.
NO CONTRACT OF PARTNERSHIP, JOINT VENTURE OR
ANY OTHER RELATIONSHIP EXCEPT THAT OF INDEPENDENT CONTRACTOR SHALL BE DEEMED TO
EXIST BETWEEN NTIC AND DAK.
NEITHER DAK NOR DONALD A. KUBIK SHALL BE ENTITLED
OR ELIGIBLE TO PARTICIPATE IN ANY BENEFITS OR PRIVILEGES GIVEN OR EXTENDED BY
NTIC TO ITS EMPLOYEES, OR BE DEEMED AN EMPLOYEE OF NTIC FOR PURPOSES OF FEDERAL
OR STATE WITHHOLDING TAXES, F.I.C.A. TAXES OR UNEMPLOYMENT BENEFITS, OR
OTHERWISE, AND DAK WILL MAKE ALL REQUIRED F.I.C.A. AND UNEMPLOYMENT
CONTRIBUTIONS DUE ON BEHALF OF ITSELF OR ITS EMPLOYEES.
DAK SHALL HAVE SOLE AND
EXCLUSIVE RESPONSIBILITY FOR THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL INCOME
TAXES AND ALL OTHER TAXES WITH RESPECT TO ANY