CONSENT OF SL OR WITHOUT
NOTICE TO SL.
IN THE EVENT THAT ANY CHANGE IN OWNERSHIP, MANAGEMENT, CONTROL OR
SCOPE OF BUSINESS ACTIVITIES OF SL IMPAIRS THE PERFORMANCE OF THE DUTIES AND/OR
OBLIGATIONS OF SL UNDER THIS AGREEMENT, NTIC MAY, UPON THIRTY (30) DAYS PRIOR
WRITTEN NOTICE GIVEN TO SL, TERMINATE THIS AGREEMENT.
(F)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, NTIC AND ITS SUCCESSORS AND
ASSIGNS, AND SL AND HIS SUCCESSORS AND PERMITTED ASSIGNS.
(G)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS, ARRANGEMENTS AND
UNDERSTANDINGS, WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
(I)
AMENDMENTS; WAIVERS.
THIS AGREEMENT MAY
BE AMENDED, MODIFIED, SUPERSEDED, CANCELED, RENEWED OR EXTENDED, AND THE TERMS
OR COVENANTS HEREOF MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE
PARTIES HERETO, OR IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER
IS SOUGHT TO BE ENFORCED, WHICH INSTRUMENT SPECIFICALLY REFERS TO THIS
AGREEMENT.
THE FAILURE OF EITHER PARTY AT ANY TIME OR TIMES TO REQUIRE
COMPLIANCE WITH ANY PROVISION HEREOF SHALL IN NO MANNER AFFECT THE RIGHT OF SUCH
PARTY AT A LATER TIME TO ENFORCE THE SAME.
NO WAIVER BY EITHER PARTY OF THE
BREACH OF ANY TERM OR COVENANT CONTAINED IN THIS AGREEMENT, WHETHER BY CONDUCT
OR OTHERWISE, IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED TO BE, OR CONSTRUED
AS, A FURTHER OR CONTINUING WAIVER OF ANY SUCH BREACH OF ANY TERM OR COVENANT
CONTAINED IN THIS AGREEMENT.
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(J)
RECITALS.
THE RECITALS TO THIS
AGREEMENT ARE AN INTEGRAL PART OF THIS AGREEMENT AND ARE INCORPORATED HEREIN BY
REFERENCE.
(K)
SEVERABILITY.
IN THE EVENT ANY PROVISION
OF THIS AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE
UNENFORCEABLE, SUCH UNENFORCEABILITY SHALL ATTACH TO SUCH PROVISION ONLY, AND IN
ALL OTHER RESPECTS THIS AGREEMENT SHALL BE DEEMED ENFORCEABLE AND SHALL BE
ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATE FIRST ABOVE WRITTEN.
NORTHERN TECHNOLOGIES
SUNGGYU LEE, Ph.D.
INTERNATIONAL CORPORATION
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