Single cell RNA sequencing of colorectal cancer

DATA TRANSFER AGREEMENT For Non-Profit Research Purposes (DTA)

DATA TRANSFER AGREEMENT For Non-Profit Research Purposes (DTA) Whereas, [Samsung Medical Center], [81, Irwon-ro, Gangnam-gu, Seoul, Korea, 06351] (hereinafter "SMC") possesses certain data consisting of ------------------- (hereinafter "Data") and; Whereas, [Insert Institution Details], [Institution’s address] (hereinafter “000”) is to obtain from SMC such Data for the purpose to ---------------------------- (hereinafter "Research"). In response to the 000’s request for access to the Data (as defined below), SMC and the 000 agree as follows: 1. Ownership SMC retains title and all rights to the Data, subject to the rights granted herein. Nothing contained within this Agreement shall restrict SMC's right to distribute the Data to other commercial or noncommercial entities. 2. Use “000” agrees that the Data : a) shall be used for scientific research purposes only; and b) shall not be used, directly or indirectly, for commercial purposes, including filing patent applications thereon, except for the purpose described above. 3. Distribution and Control “000” agrees not to transfer the Data to any third party without the prior written permission of SMC. In addition, “000” shall obtain acceptance of the terms of this Agreement of all persons under its direct control and supervision who have access to the Data. 4. Confidentiality “000” agrees to use reasonable efforts to hold in confidence, after receipt, all Information received from SMC under this Agreement, except for Information which: a) was lawfully in 000's possession or control prior to the date of disclosure; or b) was in the public domain or enters into the public domain through no improper act on 000's part or on the part of any of 000's employees; c) is rightfully given to “000” from sources independent of SMC; or d) must be disclosed for minimum lawful compliance with court orders, regulations and statutes; or e) is part of a publication that is subject to Clause 7 and receives approval for publication by SMC. 5. Data Protection The “000” agrees that it, and its Registered Users, shall not analyse or make any use of the Data in such a way that has the potential to: a) Lead to the identification of any Data Subject; or b) Compromise the anonymity of any Data Subject in any way. 6. Transfer of Rights NO right or license is granted under this Agreement by either party to the other either expressly or by implication, except those specifically set forth herein. It is understood that any and all proprietary rights, including but not limited to patent rights, trademarks and proprietary rights, in and to the Data shall be and remain in SMC, subject to the rights granted herein. 7. Inventions If the Research which involves the Data results in an invention, improvement or substance, whether or not patentable, “000” agrees to disclose promptly to SMC all such inventions, improvements or substances, and SMC will file or will arrange to have filed a application for said Invention. “000” shall cooperate with SMC, in seeking patent coverage for such Invention and expenses for seeking patent coverage for such invention will be paid by SMC. SMC shall have control of strategy and expenses with respect to patent application filing and prosecution and will give consideration to “000”’s input thereto upon request. As consideration for the receipt of the Data from SMC, the “000” shall grant to SMC 1) a perpetual, royalty-free, non-exclusive worldwide license to all of the 000’s right in Inventions. or 2) an exclusive option, to negotiate a royalty-bearing, sublicenseable, worldwide co-exclusive license to all of the “000”’s right in Inventions. Such agreements may include arrangements to determine potential commercial utility. Inventorship of Invention made in the performance of the Studies shall be determined according to the Republic of Korea patent law. 8. Publication In order to protect SMC's proprietary and/or patent rights to the Data, “000” agrees to provide SMC with a copy of any manuscript or any proposed publication that makes reference to the confidential Data at least thirty (30) days before it is submitted for publication and shall inform SMC of the content of any proposed oral disclosure or submission. If in the opinion of SMC any such publication describes a patentable invention, SMC shall have an opportunity to request that “000” delay publication until after a patent application has been filed. “000” shall delay submission of any publication or disclosure of any result, at the request of SMC, for up to an additional sixty (60) days after receipt by SMC of the proposed publication, in order to permit filing of a patent application. During the thirty (30) days or if request, sixty (60) days period following the submission of a proposed publication or other disclosure to SMC, “000” agree to hold all information contained therein in confidence pending SMC’s review and comment. If a publication does result from work using the Data, “000” agrees to acknowledge SMC and/or give credit to SMC scientists, as scientifically appropriate, based on any direct contribution they may have made to the work. “000” agree that any data in the Studies may be used by SMC for the research purposes, to support SMC patent applications, and in preparing regulatory filings, without any compensation to the “000”. 9. Use of SMC's Name Except as set forth in Article 7, “000” shall not use the name of Samsung Medical Center, or a variant of any of the foregoing in any advertising or publicity matter without the prior written approval of SMC. 10. Reports “000” shall report to SMC at least once every twelve (12) months on 000's work utilizing the Data. 11. Return of Data If this Agreement is terminated, or if “000” does not intend to use the Data, or upon the earlier request of SMC, “000” shall promptly return the Data to SMC or dispose of it in an approved manner, at SMC's discretion. 12. Governmental Regulations “000” agrees to comply with all governmental regulations and guidelines which are applicable to the 000's use of the Data. Since all of the Data's characteristics are not known, it should be used with caution and prudence. 13. Warranty “000” acknowledges that the Data is experimental in nature and that it is provided without warranty of merchantability or fitness for a particular purpose or any other warranty, express or implied. SMC makes no representation that the use of the Data will not infringe any patent, copyright, trademark or other proprietary right. 14. Liability In no event shall SMC be liable for any use of the Data by “000”. To the extent permitted by all governmental laws, “000” hereby agrees to defend, indemnify and hold SMC harmless from any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from 000's acts in connection with this Agreement or the 000's use, handling or storage of the Data. 15. Governing Law The validity and interpretation of this Agreement and the legal relations of the parties to it shall be governed by the laws of the Republic of Korea. 16. Termination This Agreement shall be terminable by either party hereto on thirty (30) days prior written notice to the other but termination shall not relieve “000” of its obligations under this Agreement. 17. Assignment This Agreement may not be assigned by “000” without the prior written consent of SMC. 18. Entire Agreement This Agreement sets forth the entire understanding between the parties and cannot be changed or amended except by written agreement executed by the parties. In witness thereof SMC and “000” have caused this Agreement to be executed in duplicate by their respective duly authorized officers. SIGNATURES FOLLOW ON NEXT PAGE Samsung Medical Center By: _________________________ Name: O Jung Kwon Title: President Date: Scientist Providing Data By: __________________________ Name: Title: Date: [Name of Institution] By: _________________________ Name: Title: Date: Scientist Requesting Data By: __________________________ Name: Title: Date: