BE CONSTRUED TO RELEASE EITHER PARTY FROM ANY OBLIGATION THAT MATURED
PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
(D)
UPON ANY TERMINATION OF THIS AGREEMENT, THE PARTIES WILL RETURN
AND DELIVER TO THE OTHER PARTY ALL OF SUCH PARTY'S MATERIALS AND DOCUMENTS
DEVELOPED DURING THE PERFORMANCE OF THIS AGREEMENT PROVIDED THAT A PARTY MAY
RETAIN ONE COPY OF SUCH MATERIAL AND DOCUMENTS IN THE POSSESSION OF ITS LAW
DEPARTMENT OR WITH ITS LAWYERS FOR THE SOLE AND ONLY PURPOSE OF DETERMINING THE
PARTY'S OBLIGATION OF CONFIDENTIALITY HEREUNDER.
(E)
UPON ANY TERMINATION OF THIS AGREEMENT BY SNT, SNT MAY
NEVERTHELESS : A) CONTINUE MAKING, USING AND SUBLICENSING PRODUCTS FOR A PERIOD
OF EIGHTEEN (18) MONTHS FOLLOWING TERMINATION PROVIDED SNT CONTINUES TO PAY VTAL
THE ROYALTIES OR TRANSFER COST DUE UNDER ARTICLE 4 AND B) SERVICE AND SUPPORT
CUSTOMERS THAT HAVE LICENSED PRODUCTS DURING OR PRIOR TO THE EIGHTEEN (18) MONTH
PERIOD, INCLUDING IN THE CASE OF THE VRE THROUGH USE OF ANY API LICENSED UNDER
THE APPLICABLE PRODUCT PLAN, PROVIDED THAT THE FOREGOING SHALL NOT BE DEEMED TO
OBLIGATE VTAL TO PROVIDE TO SNT SOURCE CODE FOR ANY PRODUCT.
(F)
THE PARTIES' OBLIGATIONS PURSUANT TO ARTICLE 4, ARTICLE 5,
ARTICLE 6, ARTICLE 7.3, ARTICLE 8, ARTICLE 9 AND ARTICLE 10 HEREOF AND ANY AND
ALL OTHER TERMS AND PROVISIONS HEREOF INTENDED TO BE OBSERVED AND PERFORMED BY
THE PARTIES AFTER THE TERMINATION HEREOF, SHALL SURVIVE TERMINATION OF THIS
AGREEMENT.
ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL TERMINATE UPON
TERMINATION OF THIS AGREEMENT.
12
ARTICLE 8
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1
OWNERSHIP OF INTELLECTUAL PROPERTY.
ALL INTELLECTUAL PROPERTY
DEVELOPED SOLELY BY THE EMPLOYEES OR AGENTS OF ONE PARTY, INCLUDING BUT NOT
LIMITED TO ALL DESIGNS AND SPECIFICATIONS FOR PRODUCTS AND ALL MANUFACTURING
PROCESSES SPECIFIC TO PRODUCTS, SHALL BE OWNED BY THE INVENTING PARTY.
EACH
WORK OF AUTHORSHIP CREATED BY EMPLOYEES OF, OR CONSULTANTS OR AGENTS WORKING FOR
EACH PARTY IN CONNECTION WITH SUCH PARTY'S DEVELOPMENT OF PRODUCTS UNDER THIS
AGREEMENT SHALL BE CONSIDERED A "WORK FOR HIRE" AND ALL COPYRIGHTS THERETO SHALL
BE OWNED BY SUCH PARTY.
EACH INVENTION MADE JOINTLY BY VTAL AND SNT EMPLOYEES
SHALL BE JOINTLY OWNED BY VTAL AND SNT.
VTAL OR SNT MAY ELECT TO FILE A JOINT
PATENT OR OTHER INTELLECTUAL PROPERTY APPLICATION(S) THEREON AND SHALL NOTIFY
THE OTHER PARTY PROMPTLY UPON MAKING THIS ELECTION.
THE PARTIES AGREE THAT EACH
PARTY'S EMPLOYEES NECESSARY TO EXECUTE, FILE AND PROSECUTE SUCH PATENT OR OTHER
IP APPLICATIONS WILL FULLY COOPERATE IN THE PREPARATION, FILING AND PROSECUTION
OF SUCH PATENT APPLICATIONS.
BOTH VTAL AND SNT AGREE TO COOPERATE IN THE FILING
AND PROSECUTION OF ANY AND ALL PATENT AND/OR OTHER INTELLECTUAL PROPERTY
APPLICATIONS JOINTLY OWNED BY VTAL AND SNT.
8.2
TRADEMARKS.
NO LICENSES TO TRADEMARKS OR SERVICE MARKS OF A PARTY
ARE GRANTED HEREBY.
8.3
TRANSFER OF KNOW-HOW.
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY SHALL BE REQUIRED TO TRANSFER CONFIDENTIAL AND
PROPRIETARY KNOW-HOW OWNED BY OR LICENSED TO SUCH PARTY TO THE OTHER PARTY.
8.4