Genetic landscape of SMM

Terms subject to change based on each transfer 2016 Data Transfer Agreement This Data Transfer Agreement (this "Agreement") is entered into effective as of the last signature date of this Agreement (“Effective Date”) by and between [company] ("Recipient"),and the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences ("Provider") in order to document the transferof certain de-identified data, as defined below and the mutual covenants and promises hereinafter set forth as agreed to by Recipient and Provider. Provider and Recipient maybe referred to herein individually as a "Party" or collectively as the "Parties".WHEREAS, the Parties agree that this Agreement shall govern only the transfer of the Study Data, as defined herein, if the Parties agree in writing to same. 1. "Study Data" shall be defined to mean de-identified data collected under informed consent related to the research study entitled [please insert title]. 2. Provider certifies that the Study Data shall be provided in a de-identified fashion. Under no circumstances shall Provider provide Recipient with the name, address, social security number, or any other identifier which would permit Recipient to identify the research subjects from whom such Study Data was collected. The Recipient, through [recipient scientist name], certifies that they neither have nor will seek to obtain information from Provider that identifies or can be used to identify or link de-identified data to any research subject, and in the event that either receives any PHI, such PHI shall be kept confidential, not used or disclosed, and shall be immediately returned to Provider. 3. Subject to, and in accordance with terms set in this Agreement, Recipient shall use Study Data for the following research purposes only (and for no other purpose): [indicate purpose/research/reference number if applicable] 4. Recipient shall only disclose Study Data to Recipient’s employees who have a need to know and who are directly responsible for the activities related to the Purpose. The Recipient, through [recipient scientist name], who shall serve as the Principal Investigator of the research study utilizing the Study Data, will ensure that all such parties are informed of the terms and conditions under this Agreement. 5. Recipient shall not use or further disclose the Study Data other than as permitted or required by this Agreement or as otherwise required by law. Recipient shall report to Provider immediately within upon Recipient’s discovery of any unauthorized use or disclosure of the Study Data not provided for by this Agreement. Recipient shall provide the following information: (1) the nature of the use or disclosure; (2) the information used or disclosed; (3) who made the use or disclosure; and (4) what corrective action will be taken by Recipient as a result of the use or disclosure. Recipient shall take any other actions available to it to mitigate any detrimental effects of the use or disclosure. 6. Recipient and its employees shall not identify or attempt to identify the individual(s) to whom the Study Data pertains or contact or attempt to contact the individual(s) who Recipient believes to be the subject of any Study Data. The obligations set forth in this Section 6 shall survive the termination or expiration of this Agreement for any reason. 7. As principal investigator, [recipient scientist name] has agreed to provide any results gained from the analysis of the Study Data with Provider. Provider Institution shall maintain these results in confidence pending publication and/or presentation of the results of the analysis being conducted on the Study Data. However, if Recipient has not published within six (6) months of the completion of the Study at Recipient’s institution, Provider shall have the right to publish or present independently any results from its work at Provider’s institution. [this term will change to joint publication if that is what is agreed]. 8. Subject to Applicable Laws, none of Provider, Principal Investigator, or Recipient shall use the name, trademark, trade name or logo of the other in any publication, press release, or promotional material with respect to the Study without the prior written approval of the other party; provided, however, that Recipient shall have the right to identify Provider as the site at which the Study Data was generated and to identify those individuals responsible for conducting the Study. Provider retains the right to use Recipient’s name, and a non-confidential descriptor, on any and all funding applications it may seek in the future. 9. This Agreement may be terminated by either Party, for any reason, upon thirty (30) days' advance written notice to the other Party, and this Agreement may be terminated upon mutual written agreement signed by the authorized representatives of both of the Parties. Notwithstanding anything to the contrary, Recipient and [recipient scientist name] shall not use or disclose any information provided by Provider except in accordance with the terms of this Agreement and applicable law. This obligation shall extend in perpetuity. Recipient agrees that upon termination of this Agreement, Recipient shall, at its expense, (a) return or destroy all Study Data received from Provider and retain no copies of such Study Data. 10. Any notice required or permitted hereunder shall be in writing and shall be deemed given as of the date it is: (i) delivered by hand; (ii) received by registered or certified mail, postage prepaid, return receipt requested; (iii) confirmed as received if by facsimile; or (iv) received by nationally recognized, overnight courier, and addressed to the party to receive such notice at the address set forth below, or such other address as is subsequently specified in writing. If to Recipient: [ please provide ] If to Provider: University of Arkansas for Medical Sciences By Post: 4301 West Markham Drive, MS#860 Little Rock, AR 72205 By Courier: Ed II, 5th Floor, Suite 104 Little Rock, AR 72205 Attn: Sr. Research Contracts Attorney 11. Recipient and Provider shall not assign or transfer any rights or obligations hereunder, or any part hereof, without the prior written consent of the other Party. 12. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes any prior or contemporaneous negotiations, agreements, understandings, or arrangements of any nature or kind with respect to the subject matter herein. 13. This Agreement may be executed simultaneously in any number of counterparts (including scanned copies of signature in portable document format “pdf” and delivered via electronic mail), each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Data Transfer Agreement as of the [Effective Date] Board of Trustees of the University of Arkansas [Name of Recpient] Acting For And On Behalf Of The University of Arkansas for Medical Sciences By: ___________________________________ By: ________________________ Name: Suzanne Alstadt Name: Title: Director, Office of Research and Title: Sponsored Programs Date: _________________________________ Date: ______________________ READ AND UNDERSTOOD BY PRINCIPAL INVESTIGATOR By: ________________________________ Date: _______________________________