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' ' �2: . At the Client's request and ocpense,ORTECH shall through such person or persons,agcncy or agencia as the Client
<br /> , may designate,apply in due lega]form in such country or oountries as the Clicnt ma}•desire tor L,etters Patcnt or othcr similar
<br /> � protection for the patent rights as the Client may designate.The Client�ill pay OR7�ECH for the expcnses of such applica-
<br /> tions and of any assignments and/or licences to implement clause 11 and for the time spent by OR7ECH's staff in connection
<br /> with them on the basis in clause 4(w�ith appropriate substitutions(or the terms"Project"and "services"for this purpose)
<br /> and in addition to the limit in clausc 3. Such time and an�7hing dse occasioning such expenses are not part of the Project
<br /> or included in the term "services".
<br /> Termination
<br /> 13. The Client may terminate the Project at any time upon 30 days'W�ritten notice to ORTECH.VVhenever the Ciient is
<br /> in default hereunder,ORTECH may defer services until all such defaults are cured and,W�hether or not sen�ces ha��e previous-
<br /> ly been so deferred,may terminate the Project by written notice to the Client.ORTECH may similarly defer services and/or
<br /> terminate the Project if ORTECH has serious concerns that the sen•ices would be unsafe,create a contlic�of interest or be
<br /> contrary to any law�or if the periods during which ORTECH is unable to pro�tide its services mentioned in clause 14(a)ag-
<br /> gregate more than 4 weeks. The Project is automatically terminated upon a termination of this Agreement.
<br /> Miscellaneous
<br /> 14 (a) This Agreement and the rights of the parties hereto shall be governed by and construed according to the law�s of
<br /> Ontario. All references to the Client shall be read M�ith such changes in number and gender as may be appropriate,
<br /> according to whether the Client is a corporation,partnership,an uninmrporated association,a male or female per-
<br /> son or otherwise.If more than one persom m�stitutes the Client,their obligations shall be joint and several.V1'ords
<br /> importing gender include the masculine,feminine and neuter genders.The time estimated in clause 2 for completion
<br /> of ORTECH's services v►�ill be extended b��an�•period during M•hich ORTECH is unable to pro��de its services by
<br /> reason of an}�causc w�hatsocvcr beyond its nasonable mntrol,including strikes or unavailability of suitable resources
<br /> (such as cquipment,matcrial,or personnel),or an�•of thcm being committed or reasonabl�•allocated to othcr work.
<br /> Similarly it is rccognized,because of the nature and unttnainties of tcthnology and research,that the Proj�ct may
<br /> not achieve the desired r�sults and that in vieW of clause 3 the services to be rendered under this Agreement may
<br /> not be sufficient to complete the Project.'This Agrecment is the entire agrament wilh respcct to its subjed matter
<br /> superseding any previous agreement,understanding or discussion. It can be amended only in w•riting. Ncithcr this
<br /> ' Agreement nor any�intcrest therein is assignable b�•tithcr party. ,
<br /> (b) lt is recoFnized that during or after the Project,ORTECH or its employees may, as a result of or in conn�ction
<br /> with the Project.be kgally compcUed by the Client or otherwise to perform other N�ork,such as the giving of e�idence
<br /> under a summons to M•itness.In any such case thc Client sAa11 pay to OR7ECH a fcc,on the basis in clause 4(such
<br /> w�ork being substituted therein for the terms"serviccs"and"Project")and in addition to the limit in clauu 3,for
<br /> cverything reasonably done in connection with such a•ork,pro�•ided that if the person oompelling ORTECH or its
<br /> employees to do such wbrk is not the Client(i)thae shall be aedited against such fee any amounts paid to ORTECH
<br /> by such person in rcspat of such work,and(ii)Mfiere it is reasonable in the circumstanca to do so,ORTECH shall
<br /> promptly givc notice to the Client of such M•ork and the name of such person.Such work is not pan of thc Project
<br /> or included in the term "services".
<br /> Detaults •nd Lisbilit�
<br /> 15 (a) AU remedies,rights,undertakings,obligations and agreemcnts oi the parties by laW�or this Agreemcnt or otherw�ise
<br /> ' shall be cumulative and none thcreof shall be in limitation of anj�other rcmedy, right, undertaking,obligation or
<br /> ' agrament of eithcr party. Each party may follow any remed��to a•hich it is entitled by law or ihis Agrcement or
<br /> otherwise,concurrently or successivcty at its option.If any amount payable by the Client to ORTECH under this
<br /> Agreement or otherwisc is unpaid at any time more than 60 days afler the earlier of terminati�n of the Project or
<br /> completion of all the serviccs which an to bc provided under this Agrcement then,on MTitten noticc by OR7ECH
<br /> to the Client that ORTECH ciccts to rctain th�technolog�•devcloped under this Agreement,(i)all patent rights,
<br /> patents thereon and applicalions for patcnts thereon nfcrred to in clause !1 shall be the propctty oi ORTECH,(ii)
<br /> clauses 9, 11 and 12 shall c�ase to have an��effect,(iii)thcreaiter ORTECH may use and disclosc the information
<br /> mentioned in clause 9 made or discovered by ORTECH,and the Client w•ill not use or disclose it and will keep it
<br /> confidential until the expiration of the period mentioned thercin,and (i�•)thereafter ORTECH may us�disclose
<br /> and licencc the information mentioncd in clause 9 rccci��ed by it from the Clicni to the extcnt reasonable in connec-
<br /> tion with th�full use and aploitation(including licencing)of any patent rights,patents,applications er information
<br /> mentioned in clauscs 15(a)(i)and(iii).The Clicnt agrces to perform all of its obligations under an�•othcr agreement
<br /> that it may have with ORitiCH at an��time during the lerm of this Agreemen�. Any default by Ihe Client undcr
<br /> this Agreement shall constitute default by it under any such other agreement.
<br /> 3
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