APPLY FOR AND OBTAIN RECORDATION OF AND FROM TIME TO TIME
ENFORCE, MAINTAIN, AND DEFEND THE ASSIGNED RIGHTS.
IF NTIC IS UNABLE FOR ANY
REASON WHATSOEVER TO SECURE EITHER SL'S SIGNATURE TO ANY DOCUMENT TO WHICH IT IS
ENTITLED UNDER THIS SECTION 1, SL HEREBY IRREVOCABLY DESIGNATES AND APPOINTS
NTIC AND ITS DULY AUTHORIZED OFFICERS AND AGENTS, AS ITS AGENTS AND
ATTORNEYS-IN-FACT WITH FULL POWER OF SUBSTITUTION TO ACT FOR AND ON ITS BEHALF
AND INSTEAD OF SL, TO EXECUTE AND FILE ANY SUCH DOCUMENT OR DOCUMENTS AND TO DO
ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PURPOSES OF THE FOREGOING WITH
THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY SL, AS THE CASE MAY BE.
3
SECTION 2.
TERMINATION; EFFECT OF TERMINATION
(A)
TERMINATION.
THIS AGREEMENT MAY BE
TERMINATED:
(I)
BY NTIC IF, AT ANY STAGE, NTIC
DETERMINES IN ITS SOLE DISCRETION NOT TO PROCEED WITH THE PROJECT, INCLUDING
WITHOUT LIMITATION IF NTIC DETERMINES THAT EITHER THE TECHNICAL OR COMMERCIAL
VIABILITY OF THE PROJECT IS INFEASIBLE FOR NTIC AT ANY POINT.
(II)
BY NTIC IMMEDIATELY UPON WRITTEN NOTICE TO
SL IN THE EVENT OF A BREACH BY SL OF THIS AGREEMENT, WHICH BREACH IS NOT CURED
TO THE REASONABLE SATISFACTION OF NTIC WITHIN FIFTEEN (15) DAYS FOLLOWING
DELIVERY BY NTIC OF WRITTEN NOTICE DESCRIBING THE ALLEGED BREACH IN REASONABLE
DETAIL; OR
(III)
BY MUTUAL AGREEMENT OF THE PARTIES IN
WRITING.
(B)
EFFECT OF TERMINATION.
UPON TERMINATION OF
THIS AGREEMENT, THE PARTIES HERETO SHALL HAVE NO OBLIGATIONS TO EACH OTHER
HEREUNDER, OTHER THAN NTIC'S OBLIGATION TO PAY ANY EARNED BUT UNPAID PAYMENTS
AND ROYALTIES PURSUANT TO SECTION 1 OF THIS AGREEMENT AND SL'S COVENANTS IN
SECTIONS 6 AND 7 OF THIS AGREEMENT, WHICH PROVISIONS SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT MAY BE TERMINATED.
SECTION 3.
DUTIES OF NTIC HEREUNDER
(A)
DOMESTIC COMMERCIALIZATION. UNLESS NTIC
DETERMINES THAT THE U.S. DOMESTIC MARKET IS INFEASIBLE FOR THIS TECHNOLOGY, NTIC
COVENANTS TO USE COMMERCIALLY REASONABLE EFFORTS DURING THE FIRST THREE
(3) YEARS OF COMMERCIALIZING THE TECHNOLOGY AND ANY INVENTION DEVELOPED BY SL
UNDER THIS AGREEMENT, TO EXCLUSIVELY EXPLOIT ANY INVENTION RESULTING FROM THE
PROJECT PHASE 1 IN THE UNITED STATES OF AMERICA (USA) DOMESTIC MARKET WITH
USA-BASED RESOURCES.
(B)
SUPPORT SERVICES. NTIC AGREES TO PROVIDE
COMMERCIALLY REASONABLE PERSONNEL TO ACT AS TECHNICAL LIAISONS BETWEEN SL AND
NTIC AS WELL AS TO CREATE A BUSINESS PLAN FOR THE COMMERCIAL EXPLOITATION OF THE
PROJECT PHASE 1 TECHNOLOGY AND INVENTIONS.
SECTION 4.
INDEPENDENT CONTRACTOR RELATIONSHIP OF THE
PARTIES
Notwithstanding anything contained in this Agreement to the contrary, NTIC, on
the one hand, and SL, on the other hand, are and shall act as, and for all
purposes shall be deemed to be, independent contractors.
As independent
contractors, SL may pursue whatever proper and legitimate means it chooses in
performing the Services.
No contract of employment, partnership, joint venture
or any other relationship except that of independent contractors shall be deemed
to exist between NTIC, on the one hand, and SL, on the