COMPENSATION PROVIDED BY NTIC TO
DAK HEREUNDER. DAK SHALL NOT BIND NTIC OR INCUR ANY OBLIGATION OR LIABILITY ON
BEHALF OF NTIC, INCLUDING BUT NOT LIMITED TO FINANCIAL OBLIGATIONS, PROMISES OF
EQUITY IN NTIC TECHNOLOGY PROJECTS OR JOINT VENTURES, OR HIRING OF EMPLOYEES.
5.
RESOURCE AVAILABILITY AND ALLOCATION.
IN ORDER TO FACILITATE DAK IN HIS CONSULTING SERVICES TO NTIC HEREUNDER, NTIC
SHALL GRANT DAK THE USE OF VARIOUS NTIC RESOURCES, WHICH SHALL BE SUBJECT TO
CHANGE BY NTIC WITHOUT NOTICE TO DAK, AT NTIC'S CIRCLE PINES OFFICE LOCATION IN
CONNECTION WITH THE RENDERING OF SERVICES BY DAK TO NTIC HEREUNDER:
·
PHONE AND COMPUTER ACCESS.
·
QUALIFIED LAB PERSONNEL TIME (SPECIFICALLY BARBARA NYGAARD)
TO AID IN THE CONDUCT OF EXPERIMENTS. SUCH PERSONNEL AND TIME ALLOCATION SHALL
BE ASSIGNED BY NTIC'S ZERUST® INDUSTRIAL DIVISION TECHNICAL DIRECTOR.
·
NTIC RESEARCH MATERIAL, INCLUDING CONFIDENTIAL NTIC DOCUMENTS
SUCH AS LAB LOG BOOKS, FORMULATIONS, ETC.
·
ANY OTHER RESOURCE AND EXPENDITURE SHALL BE APPROVED ON A
CASE BY CASE BASIS BY NTIC.
6.
TERM AND TERMINATION.
THIS AGREEMENT
SHALL COMMENCE ON THE DATE HEREOF AND SHALL CONTINUE ON A QUARTER TO QUARTER
BASIS UNTIL EITHER NTIC, ON THE ONE HAND, OR DAK, ON THE OTHER HAND, GIVES A
WRITTEN TERMINATION NOTICE TO THE OTHER, WHICH NOTICE SHALL BE GIVEN AT LEAST
THIRTY (30) DAYS PRIOR TO THE END OF A GIVEN FISCAL QUARTER.
NTIC ALSO MAY
TERMINATE THIS AGREEMENT IMMEDIATELY ON WRITTEN NOTICE TO DAK FOR CAUSE,
INCLUDING (WITHOUT LIMITATION) (I) DISHONESTY, FRAUD, MISREPRESENTATION,
DELIBERATE INJURY OR ATTEMPTED INJURY, BY DAK OR ANY EMPLOYEES OR AGENTS OF DAK
AND IN EACH CASE RELATED TO NTIC OR ITS BUSINESS, (II) ANY UNLAWFUL OR CRIMINAL
ACTIVITY BY DAK OR ANY EMPLOYEES OR AGENTS OF DAK, (III) ANY WILLFUL BREACH OF
DUTY OR HABITUAL NEGLECT OF DUTY OR (IV) THE BREACH BY DAK OF ANY PROVISION OF
THIS AGREEMENT.
7.
EFFECTIVE ON TERMINATION.
EXCEPT AS
SET FORTH IN THIS AGREEMENT, UPON TERMINATION, THE PARTIES SHALL HAVE NO
OBLIGATIONS TO EACH OTHER HEREUNDER, OTHER THAN NTIC'S OBLIGATION TO PAY ANY
EARNED BUT UNPAID MONTHLY FEES AS WELL AS ANY COMMISSIONS AS SET FORTH IN
SECTION 3 ABOVE AND DAK'S COVENANTS IN SECTIONS 8, 9 AND 10 OF THIS AGREEMENT,
WHICH PROVISIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
8.
INVENTIONS.
(A)
DEFINITION.
"INVENTIONS" AS USED IN THIS
SECTION 8, MEANS ANY INVENTIONS, DISCOVERIES, IMPROVEMENTS, IDEAS, CONCEPTS,
DRAWINGS, DESIGNS, PATENTS, PATENT APPLICATIONS, SPECIFICATIONS, TRADE SECRETS,
PROTOTYPES, TECHNIQUES, PROCESSES, KNOW-HOW AND DOCUMENTATION (WHETHER OR NOT
THEY ARE IN WRITING OR REDUCED TO PRACTICE) OR WORKS OF AUTHORSHIP (WHETHER OR
NOT THEY CAN BE PATENTED OR COPYRIGHTED) (I) THAT DAK MAKES, AUTHORS, OR
CONCEIVES (EITHER ALONE OR WITH OTHERS), WITHIN THE SCOPE OF THE SERVICES
PROVIDED TO NTIC HEREUNDER AND (II) THAT CONCERN OR ARE RELATED TO NTIC'S
BUSINESS OR TO NTIC'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH AND
DEVELOPMENT.
(B)
NTIC'S RIGHTS.
DAK AGREES THAT ALL
INVENTIONS (AS DEFINED IN SECTION 8(A)), IF ANY, MADE BY DAK DURING THE TERM OF