OR, TO THE BEST KNOWLEDGE OF SL,
THREATENED, AND NO INVESTIGATION BY ANY COURT OR GOVERNMENT OR GOVERNMENTAL
AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, PENDING OR, TO THE BEST OF
KNOWLEDGE OF SL, THREATENED, AGAINST SL WHICH RELATE TO THE CONCEPT, THE
TECHNOLOGY OR THE INTELLECTUAL PROPERTY RIGHTS, BEFORE ANY COURT, GOVERNMENT OR
GOVERNMENTAL AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, NOR IS THERE ANY
OUTSTANDING ORDER, WRIT, JUDGMENT, STIPULATION, INJUNCTION, DECREE,
DETERMINATION, AWARD, OR OTHER ORDER OF ANY COURT OR GOVERNMENT OR GOVERNMENTAL
AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, AGAINST SL, WHICH RELATE TO THE
CONCEPT, THE TECHNOLOGY OR THE INTELLECTUAL PROPERTY RIGHTS.
(E)
STATEMENTS.
NEITHER THIS AGREEMENT NOR ANY
SCHEDULE, EXHIBIT, CERTIFICATE, LIST OR OTHER DOCUMENT FURNISHED OR TO BE
FURNISHED BY OR ON BEHALF OF SL PURSUANT TO THIS AGREEMENT
5
CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OF FACT OR OMITS OR WILL OMIT TO
STATE A FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN AND THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING.
SECTION 6.
ASSIGNMENT OF INVENTIONS
(A)
DEFINITION.
"INVENTIONS" AS USED IN THIS
SECTION 6, MEANS ANY INVENTIONS, DISCOVERIES, IMPROVEMENTS, IDEAS, CONCEPTS,
DRAWINGS, DESIGNS, PATENTS, PATENT APPLICATIONS, SPECIFICATIONS, TRADE SECRETS,
PROTOTYPES, TECHNIQUES, PROCESSES, FORMULAE, TECHNOLOGIES DEVELOPED OR USED,
SYSTEMS, 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 SL 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)
WORKS MADE FOR HIRE.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT ANY AND ALL RIGHT, TITLE AND INTEREST OF SL IN AND TO
ANY INVENTIONS (AS DEFINED IN SECTION 6(A)) SHALL BE TREATED AS "WORKS MADE FOR
HIRE" AS DEFINED IN THE COPYRIGHT ACT OF 1976, AS AMENDED, 17 U.S.C. §101, ET
SEQ.
TO THE EXTENT THAT ANY SUCH INVENTIONS ARE DEEMED OR TREATED AS NOT "WORKS
MADE FOR HIRE," SL HEREBY EXPRESSLY AND IRREVOCABLY ASSIGNS TO NTIC ALL OF THEIR
RESPECTIVE RIGHTS, TITLE AND INTEREST IN AND TO SUCH INVENTIONS AND ANY AND ALL
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS THEY MAY HAVE THEREIN.
ALL
INVENTIONS AND SUCH INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS ARE AND
SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF NTIC.
(C)
SL 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 (SL HEREBY ASSIGNS,
TRANSFERS AND CONVEYS) TO NTIC ALL OF SL'S RIGHTS, TITLE AND INTEREST TO SUCH
INVENTION, ALONG WITH ANY APPLICATION SL MAKES FOR PATENTS OR COPYRIGHTS, AND
ANY PATENTS OR COPYRIGHTS GRANTED TO SL