OR EXPIRATION OF THIS AGREEMENT.
(F)
RETURN OF PROPERTY.
ALL INVENTIONS,
INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS OR OTHER PHYSICAL OR INTANGIBLE
PROPERTY CREATED OR DEVELOPED BY SL DURING THE TERM OF THIS AGREEMENT, WHETHER
OR NOT THE SAME ARE COVERED BY ANY OTHER SECTION OF THIS AGREEMENT, IS THE SOLE
AND EXCLUSIVE PROPERTY OF NTIC AND SHALL BE DELIVERED PROMPTLY TO NTIC (TOGETHER
WITH ALL COPIES THEREOF), UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT OR
UPON THE REQUEST OF NTIC.
TO THE EXTENT THAT ANY EMPLOYEES OR SUBCONTRACTORS OF
SL COMES INTO CONTACT WITH ANY SUCH INVENTIONS, INCLUDING INTELLECTUAL PROPERTY
RIGHTS, SL SHALL CAUSE SUCH EMPLOYEES OR SUBCONTRACTORS TO ENTER INTO A TRADE
SECRET AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO NTIC.
NTIC SHALL BE
DEEMED TO BE A THIRD-PARTY BENEFICIARY OF ANY SUCH TRADE SECRET AGREEMENT AND
NTIC MAY, IN ITS SOLE DISCRETION, ON ITS OWN BEHALF OR ON BEHALF OF SL, DIRECTLY
ENFORCE THE PROVISIONS OF ANY SUCH TRADE SECRET AGREEMENT.
(G)
UNRELATED TECHNOLOGIES.
THE PARTIES
ACKNOWLEDGE THAT SL IS A CREATIVE SCIENTIST WHO DESIRES AND INTENDS TO ENGAGE IN
RESEARCH AND OTHER CREATIVE ACTIVITIES DURING HIS PROFESSIONAL CAREER OUTSIDE OF
THE SCOPE OF THE PROJECT PHASE 1 AND IN FIELDS OTHER THAN THOSE RELATED TO
NTIC'S BUSINESS OR NTIC'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH AND
DEVELOPMENT ("UNRELATED TECHNOLOGY"). NOTHING IN THIS AGREEMENT IS INTENDED IN
ANY MANNER TO LIMIT OR PROHIBIT SL FROM
7
CONTINUING IN SUCH ACTIVITIES, AND SL IS ENCOURAGED TO DO SO.
IN THE EVENT,
HOWEVER, THAT SL WISHES TO DISCLOSE ANY SUCH UNRELATED TECHNOLOGY AND MATTERS
ARISING THEREFROM TO NTIC, AND IF NTIC IS INTERESTED IN OBTAINING INFORMATION
WITH RESPECT THERETO LOOKING TOWARD THE POSSIBLE COMMERCIALIZATION THEREOF ON
ESSENTIALLY THE SAME TERMS AS SET FORTH IN THIS AGREEMENT, THEN NTIC AGREES THAT
IT WILL ENTER INTO AN APPROPRIATE NON-DISCLOSURE AND TRADE SECRECY AGREEMENT
PROTECTING SL FROM ANY IMPROPER UTILIZATION BY NTIC OF THE INFORMATION DISCLOSED
TO IT BY SL ON A CONFIDENTIAL BASIS.
SECTION 7.
CONFIDENTIAL INFORMATION
(A)
FOR THE PURPOSES HEREOF, THE TERM
"CONFIDENTIAL INFORMATION" MEANS INFORMATION:
(A) DISCLOSED TO OR ACTUALLY
KNOWN BY SL, (B) NOT GENERALLY KNOWN OUTSIDE NTIC, AND (C) THAT RELATES TO THE
BUSINESS OF NTIC OR ANY OF ITS AFFILIATES (INCLUDING ANY JOINT VENTURE) OR
NTIC'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH AND DEVELOPMENT.
THE PARTIES
AGREE THAT CONFIDENTIAL INFORMATION INCLUDES, BUT IS NOT LIMITED TO, THE
PRODUCTS AND SERVICES OF NTIC OR ANY OF ITS AFFILIATES (INCLUDING ANY JOINT
VENTURE), ALL OF NTIC'S TECHNOLOGY AND OTHER TECHNICAL INFORMATION SUCH AS
DESIGNS, TRADE SECRETS, KNOW-HOW, METHODS AND MATERIALS, ALL MARKETING
INFORMATION, BUSINESS STRATEGIES, PRICING INFORMATION, CUSTOMER LISTS, AND SO
FORTH.
(B)
SL RECOGNIZES AND ACKNOWLEDGES THAT NTIC
DEVELOPS CONFIDENTIAL INFORMATION, THAT SL MAY DEVELOP CONFIDENTIAL INFORMATION
FOR NTIC, AND THAT SL HAS PREVIOUSLY LEARNED OF AND WILL CONTINUE TO LEARN OF
THE CONFIDENTIAL INFORMATION.
SL FURTHER RECOGNIZES AND ACKNOWLEDGES THAT
CONFIDENTIAL INFORMATION IS A VALUABLE, SPECIAL AND UNIQUE ASSET OF NTIC AND IS
THE SOLE PROPERTY OF