BOARD, BUREAU, INSTRUMENTALITY OR OTHER AUTHORITY.
(B)
NO CONFLICTS.
DAK AND NTIC REPRESENT AND
WARRANT EACH TO THE OTHER PARTY THAT NEITHER THE ENTERING INTO OF THIS AGREEMENT
NOR THE PERFORMANCE OF ANY OF THE REPRESENTING PARTY'S OBLIGATIONS HEREUNDER
WILL CONFLICT WITH OR CONSTITUTE A BREACH UNDER ANY OBLIGATION OF THE
REPRESENTING PARTY UNDER ANY AGREEMENT OR CONTRACT TO WHICH THE REPRESENTING
PARTY IS A PARTY OR ANY OTHER OBLIGATION BY WHICH THE REPRESENTING PARTY IS
BOUND.
WITHOUT LIMITING THE FOREGOING, DAK AGREES THAT AT NO TIME WILL IT USE
ANY TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY OF ANY THIRD PARTY WHILE
PERFORMING SERVICES HEREUNDER.
(C)
NTIC POLICIES AND PROCEDURES.
IN CARRYING
OUT ITS DUTIES UNDER THIS AGREEMENT, DAK AGREES THAT IT AND ITS EMPLOYEES AND
AGENTS PROVIDING SERVICES HEREUNDER, INCLUDING DONALD A. KUBIK, WILL FOLLOW
WITHOUT LIMITATION NTIC'S INSIDER TRADING POLICY AND CODE OF ETHICS AND CONDUCT,
AS SUCH POLICY AND CODE MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME AND
PROVIDED BY NTIC TO DAK.
(D)
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS
AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER, SHALL BE
IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN IF DELIVERED PERSONALLY OR
SENT BY E-MAIL, FACSIMILE, TELEGRAM, TELEFAX OR TELEX, OR MAILED FIRST CLASS,
POSTAGE PREPAID, BY REGISTERED OR CERTIFIED MAIL (NOTICES SENT BY TELEGRAM,
TELEFAX, TELEX OR MAILED SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE DATE SENT),
TO THE PARTIES AT THE FOLLOWING ADDRESSES OR AT SUCH OTHER ADDRESS AS EITHER
PARTY SHALL DESIGNATE BY NOTICE IN WRITING TO THE OTHER IN ACCORDANCE HEREWITH:
(I)
IF TO DAK:
C/O KUBIK BOGNER RIDL & SELINGER LAW FIRM
PO BOX 1173
DICKINSON, ND 58602-1173
(II)
IF TO NTIC:
Northern Technologies International Corporation
4201 Woodland Road, P.O. Box 69
Circle Pines, MN 55014
Attention:
President and Chief Executive Officer
(E)
ASSIGNMENT.
THIS AGREEMENT IS FOR SERVICES
TO BE PROVIDED BY DAK AND MAY NOT BE ASSIGNED OR TRANSFERRED, OR THE DUTIES OR
SERVICES OF DAK BE PERFORMED OR PROVIDED BY ANY THIRD PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF NTIC.
THIS AGREEMENT MAY NOT BE ASSIGNED BY NTIC (BY
OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF DAK.
(F)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, NTIC AND ITS OFFICERS,
DIRECTORS, SUCCESSORS AND ASSIGNS, AND DAK AND ITS PRINCIPAL OFFICERS,
ADMINISTRATORS, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS, RESPECTIVELY.
(G)
GOVERNING LAW/JURISDICTION.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MINNESOTA, WITHOUT APPLICATION TO CHOICE OF LAW PRINCIPLES.
THE PARTIES HERETO
AGREE THAT THE FEDERAL AND STATE COURTS LOCATED IN MINNEAPOLIS, MINNESOTA SHALL
BE THE EXCLUSIVE VENUE AND SHALL HAVE JURISDICTION WITH RESPECT TO THE
ENFORCEMENT OF ANY RIGHT OR REMEDY OF ANY PARTY HERETO.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE PROVISION
OF CONSULTING SERVICES BY DAK TO NTIC, AND SUPERSEDES ALL